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EAGLE FINANCIAL SERVICES INC - Quarter Report: 2022 September (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number: 0-20146

EAGLE FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Virginia

 

54-1601306

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

2 East Main Street

P.O. Box 391

 

Berryville, VA

 

22611

(Address of principal executive offices)

 

(Zip Code)

 

(540) 955-2510

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 

The number of shares of the registrant’s Common Stock ($2.50 par value) outstanding as of November 4, 2022 was 3,490,171.

 


TABLE OF CONTENTS

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements:

 

 

Consolidated Balance Sheets at September 30, 2022 and December 31, 2021

1

 

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022 and 2021

2

 

Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2022 and 2021

3

 

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021

4

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021

5

 

Notes to Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

51

Item 4.

Controls and Procedures

51

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

52

Item 1A.

Risk Factors

52

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

52

Item 3.

Defaults Upon Senior Securities

52

Item 4.

Mine Safety Disclosures

52

Item 5.

Other Information

52

Item 6.

Exhibits

53

 

2


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

EAGLE FINANCIAL SERVICES, INC.

Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

 

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Cash and due from banks

 

$

16,094

 

 

$

14,536

 

Interest-bearing deposits with other institutions

 

 

14,688

 

 

 

49,304

 

Federal funds sold

 

 

5,153

 

 

 

228

 

Total cash and cash equivalents

 

$

35,935

 

 

$

64,068

 

Securities available for sale, at fair value

 

 

151,753

 

 

 

192,321

 

Restricted investments, at cost

 

 

4,608

 

 

 

1,049

 

Loans held for sale

 

 

90

 

 

 

876

 

Loans

 

 

1,201,841

 

 

 

985,720

 

Allowance for loan losses

 

 

(10,742

)

 

 

(8,787

)

Net Loans

 

$

1,191,099

 

 

$

976,933

 

Bank premises and equipment, net

 

 

17,972

 

 

 

18,249

 

Bank owned life insurance

 

 

23,731

 

 

 

23,236

 

Other assets

 

 

47,932

 

 

 

26,306

 

Total assets

 

$

1,473,120

 

 

$

1,303,038

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Noninterest bearing demand deposits

 

$

491,184

 

 

$

470,355

 

Savings and interest bearing demand deposits

 

 

632,081

 

 

 

583,296

 

Time deposits

 

 

130,849

 

 

 

123,584

 

Total deposits

 

$

1,254,114

 

 

$

1,177,235

 

Federal Home Loan Bank advances

 

 

75,000

 

 

 

 

Subordinated debt, net of unamortized issuance costs

 

 

29,360

 

 

 

 

Other liabilities

 

 

16,146

 

 

 

15,523

 

Total liabilities

 

$

1,374,620

 

 

$

1,192,758

 

Commitments and contingencies

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

Preferred stock, $10 par value; 500,000 shares authorized and unissued

 

$

 

 

$

 

Common stock, $2.50 par value; authorized 10,000,000 shares; issued and outstanding 2022, 3,490,171 including 50,108 shares of unvested restricted stock; issued and outstanding 2021, 3,454,128 including 31,738 shares of unvested restricted stock

 

 

8,600

 

 

 

8,556

 

Surplus

 

 

13,003

 

 

 

12,115

 

Retained earnings

 

 

98,128

 

 

 

89,764

 

Accumulated other comprehensive (loss)

 

 

(21,231

)

 

 

(155

)

Total shareholders’ equity

 

$

98,500

 

 

$

110,280

 

Total liabilities and shareholders’ equity

 

$

1,473,120

 

 

$

1,303,038

 

 

See Notes to Consolidated Financial Statements

1


TABLE OF CONTENTS

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest and Dividend Income

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

13,282

 

 

$

10,049

 

 

$

35,565

 

 

$

29,206

 

Interest and dividends on securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Taxable interest income

 

 

851

 

 

 

600

 

 

 

2,477

 

 

 

1,596

 

Interest income exempt from federal income taxes

 

 

59

 

 

 

96

 

 

 

217

 

 

 

321

 

Dividends

 

 

22

 

 

 

11

 

 

 

49

 

 

 

35

 

Interest on deposits in banks

 

 

143

 

 

 

26

 

 

 

199

 

 

 

53

 

Interest on federal funds sold

 

 

9

 

 

 

 

 

 

15

 

 

 

 

Total interest and dividend income

 

$

14,366

 

 

$

10,782

 

 

$

38,522

 

 

$

31,211

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

$

714

 

 

$

383

 

 

$

1,467

 

 

$

1,304

 

Interest on federal funds purchased

 

 

11

 

 

 

 

 

 

19

 

 

 

 

Interest on Federal Home Loan Bank advances

 

 

404

 

 

 

 

 

 

404

 

 

 

 

Interest on subordinated debt

 

 

338

 

 

 

 

 

 

675

 

 

 

 

Total interest expense

 

$

1,467

 

 

$

383

 

 

$

2,565

 

 

$

1,304

 

Net interest income

 

$

12,899

 

 

$

10,399

 

 

$

35,957

 

 

$

29,907

 

Provision for Loan Losses

 

 

 

 

 

300

 

 

 

900

 

 

 

1,183

 

Net interest income after provision for loan losses

 

$

12,899

 

 

$

10,099

 

 

$

35,057

 

 

$

28,724

 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

 

Wealth management fees

 

$

1,094

 

 

$

876

 

 

$

3,077

 

 

$

2,133

 

Service charges on deposit accounts

 

 

432

 

 

 

338

 

 

 

1,195

 

 

 

869

 

Other service charges and fees

 

 

1,061

 

 

 

964

 

 

 

2,999

 

 

 

3,037

 

(Loss) gain on sale of securities

 

 

(737

)

 

 

 

 

 

(737

)

 

 

24

 

Gain (loss) on disposal of bank premises and equipment

 

 

8

 

 

 

 

 

 

(3

)

 

 

 

Gain on sale of loans

 

 

568

 

 

 

486

 

 

 

1,544

 

 

 

845

 

Bank owned life insurance income

 

 

138

 

 

 

145

 

 

 

495

 

 

 

368

 

Other operating income

 

 

600

 

 

 

72

 

 

 

1,686

 

 

 

682

 

Total noninterest income

 

$

3,164

 

 

$

2,881

 

 

$

10,256

 

 

$

7,958

 

Noninterest Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

6,938

 

 

$

5,947

 

 

$

18,873

 

 

$

15,973

 

Occupancy expenses

 

 

528

 

 

 

450

 

 

 

1,562

 

 

 

1,319

 

Equipment expenses

 

 

299

 

 

 

246

 

 

 

814

 

 

 

708

 

Advertising and marketing expenses

 

 

181

 

 

 

102

 

 

 

438

 

 

 

286

 

Stationery and supplies

 

 

34

 

 

 

27

 

 

 

135

 

 

 

125

 

ATM network fees

 

 

381

 

 

 

285

 

 

 

977

 

 

 

847

 

Other real estate owned expense

 

 

 

 

 

32

 

 

 

 

 

 

37

 

Loss on other real estate owned

 

 

 

 

 

26

 

 

 

 

 

 

128

 

FDIC assessment

 

 

116

 

 

 

169

 

 

 

430

 

 

 

409

 

Computer software expense

 

 

252

 

 

 

282

 

 

 

690

 

 

 

752

 

Bank franchise tax

 

 

234

 

 

 

199

 

 

 

653

 

 

 

583

 

Professional fees

 

 

270

 

 

 

289

 

 

 

1,610

 

 

 

1,118

 

Data processing fees

 

 

427

 

 

 

418

 

 

 

1,386

 

 

 

1,193

 

Other operating expenses

 

 

1,398

 

 

 

1,051

 

 

 

3,941

 

 

 

2,688

 

Total noninterest expenses

 

$

11,058

 

 

$

9,523

 

 

$

31,509

 

 

$

26,166

 

Income before income taxes

 

$

5,005

 

 

$

3,457

 

 

$

13,804

 

 

$

10,516

 

Income Tax Expense

 

 

923

 

 

 

584

 

 

 

2,480

 

 

 

1,778

 

Net income

 

$

4,082

 

 

$

2,873

 

 

$

11,324

 

 

$

8,738

 

Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share, basic

 

$

1.17

 

 

$

0.83

 

 

$

3.25

 

 

$

2.54

 

Net income per common share, diluted

 

$

1.17

 

 

$

0.83

 

 

$

3.25

 

 

$

2.54

 

 

See Notes to Consolidated Financial Statements

2


TABLE OF CONTENTS

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(dollars in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income

 

$

4,082

 

 

$

2,873

 

 

$

11,324

 

 

$

8,738

 

Other comprehensive (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (loss) on available for sale securities net of reclassification adjustments, and net of deferred income tax of ($1,189) and $(10) for the three months ended and ($5,603) and ($583) for the nine months ended, respectively

 

 

(4,475

)

 

 

(37

)

 

 

(21,076

)

 

 

(2,194

)

Total other comprehensive (loss)

 

 

(4,475

)

 

 

(37

)

 

 

(21,076

)

 

 

(2,194

)

Total comprehensive (loss) income

 

$

(393

)

 

$

2,836

 

 

$

(9,752

)

 

$

6,544

 

See Notes to Consolidated Financial Statements

3


TABLE OF CONTENTS

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollars in thousands, except per share amounts)

 

 

 

Common Stock

 

 

Surplus

 

 

Retained
Earnings

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total

 

December 31, 2020

 

$

8,460

 

 

$

10,811

 

 

$

82,524

 

 

$

3,279

 

 

$

105,074

 

Net income

 

 

 

 

 

 

 

 

2,862

 

 

 

 

 

 

2,862

 

Other comprehensive (loss)

 

 

 

 

 

 

 

 

 

 

 

(2,193

)

 

 

(2,193

)

Vesting of restricted stock awards, stock incentive plan (10,258 shares)

 

 

26

 

 

 

(26

)

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

 

 

 

147

 

 

 

 

 

 

 

 

 

147

 

Issuance of common stock, dividend investment plan (6,260 shares)

 

 

16

 

 

 

165

 

 

 

 

 

 

 

 

 

181

 

Repurchase and retirement of common stock (2,814 shares)

 

 

(7

)

 

 

(76

)

 

 

 

 

 

 

 

 

(83

)

Dividends declared ($0.27 per share)

 

 

 

 

 

 

 

 

(924

)

 

 

 

 

 

(924

)

March 31, 2021

 

$

8,495

 

 

$

11,021

 

 

$

84,462

 

 

$

1,086

 

 

$

105,064

 

Net income

 

 

 

 

 

 

 

 

3,003

 

 

 

 

 

 

3,003

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

36

 

 

 

36

 

Stock-based compensation expense

 

 

 

 

 

159

 

 

 

 

 

 

 

 

 

159

 

Issuance of common stock, dividend investment plan (4,702 shares)

 

 

12

 

 

 

146

 

 

 

 

 

 

 

 

 

158

 

Issuance of common stock, employee benefit plan (4,154 shares)

 

 

10

 

 

 

123

 

 

 

 

 

 

 

 

 

133

 

Repurchase and retirement of common stock (760 shares)

 

 

(2

)

 

 

(23

)

 

 

 

 

 

 

 

 

(25

)

Dividends declared ($0.27 per share)

 

 

 

 

 

 

 

 

(926

)

 

 

 

 

 

(926

)

June 30, 2021

 

$

8,515

 

 

$

11,426

 

 

$

86,539

 

 

$

1,122

 

 

$

107,602

 

Net income

 

 

 

 

 

 

 

 

2,873

 

 

 

 

 

 

2,873

 

Other comprehensive (loss)

 

 

 

 

 

 

 

 

 

 

 

(37

)

 

 

(37

)

Vesting of restricted stock awards, stock incentive plan (2,000 shares)

 

 

5

 

 

 

(5

)

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

 

 

 

311

 

 

 

 

 

 

 

 

 

311

 

Issuance of common stock, dividend investment plan (1,731 shares)

 

 

4

 

 

 

55

 

 

 

 

 

 

 

 

 

59

 

Repurchase and retirement of common stock (1,175 shares)

 

 

(3

)

 

 

(37

)

 

 

 

 

 

 

 

 

(40

)

Dividends declared ($0.28 per share)

 

 

 

 

 

 

 

 

(966

)

 

 

 

 

 

(966

)

September 30, 2021

 

$

8,521

 

 

$

11,750

 

 

$

88,446

 

 

$

1,085

 

 

$

109,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

$

8,556

 

 

$

12,115

 

 

$

89,764

 

 

$

(155

)

 

$

110,280

 

Net income

 

 

 

 

 

 

 

 

3,250

 

 

 

 

 

 

3,250

 

Other comprehensive (loss)

 

 

 

 

 

 

 

 

 

 

 

(10,628

)

 

 

(10,628

)

Vesting of restricted stock awards, stock incentive plan (12,468 shares)

 

 

31

 

 

 

(31

)

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

 

 

 

195

 

 

 

 

 

 

 

 

 

195

 

Issuance of common stock, dividend investment plan (2,782 shares)

 

 

7

 

 

 

90

 

 

 

 

 

 

 

 

 

97

 

Repurchase and retirement of common stock (3,411 shares)

 

 

(8

)

 

 

(109

)

 

 

 

 

 

 

 

 

(117

)

Dividends declared ($0.28 per share)

 

 

 

 

 

 

 

 

(974

)

 

 

 

 

 

(974

)

March 31, 2022

 

$

8,586

 

 

$

12,260

 

 

$

92,040

 

 

$

(10,783

)

 

$

102,103

 

Net income

 

 

 

 

 

 

 

 

3,992

 

 

 

 

 

 

3,992

 

Other comprehensive (loss)

 

 

 

 

 

 

 

 

 

 

 

(5,973

)

 

 

(5,973

)

Stock-based compensation expense

 

 

 

 

 

222

 

 

 

 

 

 

 

 

 

222

 

Issuance of common stock, employee benefit plan (3,451 shares)

 

 

8

 

 

 

112

 

 

 

 

 

 

 

 

 

120

 

Dividends declared ($0.28 per share)

 

 

 

 

 

 

 

 

(974

)

 

 

 

 

 

(974

)

June 30, 2022

 

$

8,594

 

 

$

12,594

 

 

$

95,058

 

 

$

(16,756

)

 

$

99,490

 

Net income

 

 

 

 

 

 

 

 

4,082

 

 

 

 

 

 

4,082

 

Other comprehensive (loss)

 

 

 

 

 

 

 

 

 

 

 

(4,475

)

 

 

(4,475

)

Stock-based compensation expense

 

 

 

 

 

329

 

 

 

 

 

 

 

 

 

329

 

Issuance of common stock, dividend investment plan (2,800 shares)

 

 

7

 

 

 

94

 

 

 

 

 

 

 

 

 

101

 

Issuance of common stock, employee benefit plan (614 shares)

 

 

2

 

 

 

20

 

 

 

 

 

 

 

 

 

22

 

Repurchase and retirement of common stock (1,031 shares)

 

 

(3

)

 

 

(34

)

 

 

 

 

 

 

 

 

(37

)

Dividends declared ($0.29 per share)

 

 

 

 

 

 

 

 

(1,012

)

 

 

 

 

 

(1,012

)

September 30, 2022

 

$

8,600

 

 

$

13,003

 

 

$

98,128

 

 

$

(21,231

)

 

$

98,500

 

 

See Notes to Consolidated Financial Statements

4


TABLE OF CONTENTS

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

 

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net income

 

$

11,324

 

 

$

8,738

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

734

 

 

 

750

 

Amortization of other assets

 

 

525

 

 

 

405

 

Amortization of debt issuance costs

 

 

33

 

 

 

 

Origination of loans held for sale

 

 

(13,244

)

 

 

(12,424

)

Proceeds from sale of loans held for sale

 

 

14,515

 

 

 

11,673

 

Net (gains) on sales of loans

 

 

(1,544

)

 

 

(845

)

Provision for loan losses

 

 

900

 

 

 

1,183

 

Loss on other real estate owned

 

 

 

 

 

128

 

Loss on the sale and disposal of premises and equipment

 

 

3

 

 

 

 

Loss (gain) on the sale of securities

 

 

737

 

 

 

(24

)

Stock-based compensation expense

 

 

746

 

 

 

617

 

Premium amortization on securities, net

 

 

460

 

 

 

988

 

(Increase) in cash surrender value

 

 

(495

)

 

 

(368

)

Changes in assets and liabilities:

 

 

 

 

 

 

(Increase) in other assets

 

 

(10,691

)

 

 

(1,251

)

Increase in other liabilities

 

 

623

 

 

 

227

 

Net cash provided by operating activities

 

$

4,626

 

 

$

9,797

 

Cash Flows from Investing Activities

 

 

 

 

 

 

Proceeds from maturities, calls, and principal payments of securities available for sale

 

$

24,135

 

 

$

41,711

 

Proceeds from the sale of securities available for sale

 

 

10,813

 

 

 

15,885

 

Purchases of securities available for sale

 

 

(26,813

)

 

 

(97,821

)

Proceeds from the sale of restricted investments

 

 

 

 

 

222

 

Purchases of restricted investments

 

 

(3,559

)

 

 

(4

)

Purchases of bank-owned life insurance

 

 

 

 

 

(10,000

)

Purchases of bank premises and equipment

 

 

(493

)

 

 

(597

)

Proceeds from the sale of bank premises and equipment

 

 

33

 

 

 

 

Changes in collateral posted with other financial institutions, net

 

 

(700

)

 

 

 

Proceeds from sales of loans

 

 

97,814

 

 

 

41,516

 

Origination of loans net of principal collected

 

 

(312,421

)

 

 

(127,907

)

Net cash (used in) investing activities

 

$

(211,191

)

 

$

(136,443

)

Cash Flows from Financing Activities

 

 

 

 

 

 

Net increase in noninterest bearing demand deposits, savings, and interest bearing demand deposits

 

$

69,614

 

 

$

121,581

 

Net increase (decrease) in time deposits

 

 

7,265

 

 

 

(4,014

)

Net increase in Federal Home Loan Bank advances

 

 

75,000

 

 

 

 

Issuance of subordinated debt, net of issuance costs

 

 

29,327

 

 

 

 

Issuance of common stock, employee benefit plan

 

 

142

 

 

 

133

 

Repurchase and retirement of common stock

 

 

(154

)

 

 

(148

)

Cash dividends paid

 

 

(2,762

)

 

 

(2,418

)

Net cash provided by financing activities

 

$

178,432

 

 

$

115,134

 

(Decrease) in cash and cash equivalents

 

$

(28,133

)

 

$

(11,512

)

Cash and Cash Equivalents

 

 

 

 

 

 

Beginning

 

 

64,068

 

 

 

79,920

 

Ending

 

$

35,935

 

 

$

68,408

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

Cash payments for:

 

 

 

 

 

 

Interest

 

$

1,436

 

 

$

1,347

 

Income taxes

 

$

2,541

 

 

$

1,943

 

Supplemental Schedule of Noncash Investing and Financing Activities:

 

 

 

 

 

 

Unrealized (loss) on securities available for sale

 

$

(26,679

)

 

$

(2,777

)

Other real estate and repossessed assets acquired in settlement of loans

 

$

 

 

$

266

 

Issuance of common stock, dividend investment plan

 

$

198

 

 

$

398

 

Lease liabilities arising from right-of-use assets

 

$

 

 

$

79

 

Sales of securities available for sale settled subsequent to quarter end

 

$

4,557

 

 

$

 

 

See Notes to Consolidated Financial Statements

5


TABLE OF CONTENTS

EAGLE FINANCIAL SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2022

NOTE 1. General

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at September 30, 2022 and December 31, 2021, the results of operations and the changes in shareholders' equity for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).

Eagle Financial Services, Inc. (the "Company") owns 100% of Bank of Clarke County (the “Bank”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions between the Company and the Bank have been eliminated.

Certain amounts in the consolidated financial statements have been reclassified to conform to current year presentations. None of the reclassifications were of a material nature and they had no effect on prior year net income or shareholders' equity.

NOTE 2. Stock-Based Compensation Plan

During 2014, the Company’s shareholders approved a stock incentive plan which allows key employees and directors to increase their personal financial interest in the Company. This plan permits the issuance of incentive stock options and non-qualified stock options and the award of stock appreciation rights, common stock, restricted stock, and phantom stock. The plan authorizes the issuance of up to 500,000 shares of common stock.

The Company periodically grants restricted stock to its directors, executive officers and certain non-executive officers. Restricted stock provides grantees with rights to shares of common stock upon completion of a service period or achievement of Company performance measures. During the restriction period, all shares are considered outstanding and dividends are paid to the grantee. In general, outside directors are periodically granted restricted shares which vest over a period of less than 9 months. For the last several years, executive officers have been granted restricted shares which vest over a 3 year service period and restricted shares which vest based on meeting annual performance measures over a 1 year period. In recent years, certain non-executive officers also have been granted restricted shares which vest over a 3 year service period. The Company recognizes compensation expense over the restricted period based on the fair value of the Company's stock on the grant date. The Company's policy is to recognize forfeitures as they occur. As of September 30, 2022, there was $645 thousand of unrecognized compensation cost related to nonvested restricted stock.

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TABLE OF CONTENTS

The following table presents restricted stock activity for the nine months ended September 30, 2022 and 2021:

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

 

Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

Nonvested, beginning of period

 

 

31,738

 

 

$

30.70

 

 

 

20,928

 

 

$

29.98

 

Granted

 

 

31,648

 

 

 

34.40

 

 

 

32,496

 

 

 

31.16

 

Vested

 

 

(12,468

)

 

 

30.00

 

 

 

(12,258

)

 

 

30.95

 

Forfeited

 

 

(810

)

 

 

29.69

 

 

 

(425

)

 

 

31.05

 

Nonvested, end of period

 

 

50,108

 

 

$

33.72

 

 

 

40,741

 

 

$

30.62

 

 

NOTE 3. Earnings Per Common Share

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Nonvested restricted shares are included in the weighted average number of common shares used to compute basic earnings per share because of dividend participation and voting rights. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The number of potential common shares is determined using the treasury method.

The following table shows the weighted average number of shares used in computing earnings per share for the three and nine months ended September 30, 2022 and 2021. During 2022 and 2021, there were no potentially dilutive securities outstanding.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Average number of common shares outstanding used to calculate basic and diluted earnings per share

 

 

3,487,555

 

 

 

3,448,352

 

 

 

3,479,876

 

 

 

3,436,271

 

 

NOTE 4. Securities

Amortized costs and fair values of securities available for sale at September 30, 2022 and December 31, 2021 were as follows:

 

 

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
(Losses)

 

 

Fair Value

 

 

 

September 30, 2022

 

 

 

(in thousands)

 

Obligations of U.S. government corporations and agencies

 

$

9,994

 

 

$

 

 

$

(783

)

 

$

9,211

 

Mortgage-backed securities

 

 

156,879

 

 

 

 

 

 

(25,337

)

 

 

131,542

 

Obligations of states and political subdivisions

 

 

7,027

 

 

 

 

 

 

(408

)

 

 

6,619

 

Subordinated debt

 

 

4,750

 

 

 

 

 

 

(369

)

 

 

4,381

 

 

 

$

178,650

 

 

$

 

 

$

(26,897

)

 

$

151,753

 

 

 

 

December 31, 2021

 

 

 

(in thousands)

 

Obligations of U.S. government corporations and agencies

 

$

14,541

 

 

$

417

 

 

$

(37

)

 

$

14,921

 

U.S. treasury notes

 

 

2,003

 

 

 

 

 

 

 

 

 

2,003

 

Mortgage-backed securities

 

 

152,391

 

 

 

753

 

 

 

(2,132

)

 

 

151,012

 

Obligations of states and political subdivisions

 

 

21,104

 

 

 

773

 

 

 

 

 

 

21,877

 

Subordinated debt

 

 

2,500

 

 

 

11

 

 

 

(3

)

 

 

2,508

 

 

 

$

192,539

 

 

$

1,954

 

 

$

(2,172

)

 

$

192,321

 

 

7


TABLE OF CONTENTS

 

During the nine months ended September 30, 2022, the Company sold $15.4 million of available for sale securities recognizing $6 thousand in gross gains and $743 thousand in gross losses. During the nine months ended September 30, 2021, the Company sold $15.9 million of available for sale securities recognizing $143 thousand in gross gains and $119 thousand in gross losses.

The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at September 30, 2022 and December 31, 2021 were as follows:

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

 

September 30, 2022

 

 

 

(in thousands)

 

Obligations of U.S. government corporations and agencies

 

$

9,210

 

 

$

783

 

 

$

 

 

$

 

 

$

9,210

 

 

$

783

 

Mortgage-backed securities

 

 

33,673

 

 

 

4,519

 

 

 

97,869

 

 

 

20,818

 

 

 

131,542

 

 

 

25,337

 

Obligations of states and political subdivisions

 

 

6,580

 

 

 

408

 

 

 

 

 

 

 

 

 

6,580

 

 

 

408

 

Subordinated debt

 

 

3,631

 

 

 

369

 

 

 

 

 

 

 

 

 

3,631

 

 

 

369

 

 

 

$

53,094

 

 

$

6,079

 

 

$

97,869

 

 

$

20,818

 

 

$

150,963

 

 

$

26,897

 

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

 

 

Fair Value

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

Gross Unrealized Losses

 

 

 

December 31, 2021

 

 

 

(in thousands)

 

Obligations of U.S. government corporations and agencies

 

$

2,616

 

 

$

37

 

 

$

 

 

$

 

 

$

2,616

 

 

$

37

 

Mortgage-backed securities

 

 

101,080

 

 

 

1,214

 

 

 

29,555

 

 

 

918

 

 

 

130,635

 

 

 

2,132

 

Subordinated debt

 

 

247

 

 

 

3

 

 

 

 

 

 

 

 

 

247

 

 

 

3

 

 

 

$

103,943

 

 

$

1,254

 

 

$

29,555

 

 

$

918

 

 

$

133,498

 

 

$

2,172

 

 

8


TABLE OF CONTENTS

Gross unrealized losses on available for sale securities included one hundred five (105) and forty one (41) debt securities at September 30, 2022 and December 31, 2021, respectively. The Company evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the amount of an unrealized loss, the financial condition of the issuer, and the intent and ability of the Company to retain its investment in the issuer long enough to allow for an anticipated recovery in fair value. The fair value of a security reflects its liquidity as compared to similar instruments, current market rates on similar instruments, and the creditworthiness of the issuer. Absent any change in the liquidity of a security or the creditworthiness of the issuer, prices will decline as market rates rise and vice-versa. The primary cause of the unrealized losses at September 30, 2022 and December 31, 2021 was changes in market interest rates and other market conditions and not credit concerns of the issuers. Since the losses can be primarily attributed to changes in market interest rates and conditions and not expected cash flows or an issuer’s financial condition and management does not intend to sell and it is more likely than not that management will not be required to sell the securities prior to their anticipated recovery, the unrealized losses were deemed to be temporary. The Company’s mortgage-backed securities are issued by U.S. government agencies, which guarantee payments to investors regardless of the status of the underlying mortgages. The Company monitors the financial condition of these issuers continuously and will record other-than-temporary impairment if the recovery of value is unlikely.

The Company’s securities are exposed to various risks, such as interest rate, market, currency and credit risks. Due to the level of risk associated with certain securities and the level of uncertainty related to changes in the value of securities, it is at least reasonably possible that changes in risks in the near term would materially affect the securities balance reported in the financial statements.

Securities having a carrying value of $8.5 million at September 30, 2022 were pledged as security for trust accounts.

The composition of restricted investments at September 30, 2022 and December 31, 2021 was as follows:

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 

 

(in thousands)

 

Federal Reserve Bank Stock

 

$

944

 

 

$

344

 

Federal Home Loan Bank Stock

 

 

3,524

 

 

 

565

 

Community Bankers’ Bank Stock

 

 

140

 

 

 

140

 

 

 

$

4,608

 

 

$

1,049

 

 

NOTE 5. Loans and Allowance for Loan Losses

The composition of loans at September 30, 2022 and December 31, 2021 was as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Mortgage loans on real estate:

 

 

 

 

 

 

Construction and land development

 

$

69,255

 

 

$

71,191

 

Secured by farmland

 

 

16,220

 

 

 

13,710

 

Secured by 1-4 family residential properties

 

 

280,880

 

 

 

263,723

 

Multifamily

 

 

38,877

 

 

 

29,093

 

Commercial

 

 

491,364

 

 

 

377,051

 

Commercial and industrial loans

 

 

179,848

 

 

 

143,378

 

Consumer installment loans

 

 

107,877

 

 

 

67,281

 

All other loans

 

 

11,167

 

 

 

16,798

 

Total loans

 

$

1,195,488

 

 

$

982,225

 

Net deferred loan costs and premiums

 

 

6,353

 

 

 

3,495

 

Allowance for loan losses

 

 

(10,742

)

 

 

(8,787

)

 

 

$

1,191,099

 

 

$

976,933

 

 

 

9


TABLE OF CONTENTS

At September 30, 2022, the Company was servicing $178.0 million of marine loans for other financial institutions which are not included in the table above. Also excluded from the table above are net servicing assets of $466 thousand at September 30, 2022, which are recorded in other assets in the Consolidated Balance Sheets. When loans are sold with servicing retained, servicing assets are recorded which represent the Company's right to service loans that were sold. Servicing assets are initially recorded by the Company at fair value and are subsequently amortized in proportion to, and over the period of, estimated net servicing income.

 

Changes in the allowance for loan losses for the nine months ended September 30, 2022 and 2021 and the year ended December 31, 2021 were as follows:

 

 

 

Nine Months Ended

 

 

Year Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2021

 

 

 

 

 

 

(in thousands)

 

 

 

 

Balance, beginning

 

$

8,787

 

 

$

7,096

 

 

$

7,096

 

Provision for loan losses

 

 

900

 

 

 

1,483

 

 

 

1,183

 

Recoveries added to the allowance

 

 

1,224

 

 

 

318

 

 

 

238

 

Loan losses charged to the allowance

 

 

(169

)

 

 

(110

)

 

 

(69

)

Balance, ending

 

$

10,742

 

 

$

8,787

 

 

$

8,448

 

 

Nonaccrual and past due loans by class at September 30, 2022 and December 31, 2021 were as follows:

 

 

 

September 30, 2022

 

 

 

(in thousands)

 

 

 

30 - 59
Days
Past Due

 

 

60 - 89
Days
Past Due

 

 

90 or More
Days
Past Due

 

 

Total Past
Due

 

 

Current

 

 

Total Loans

 

 

90 or More
Days Past
Due Still
Accruing

 

 

Nonaccrual
Loans

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

301

 

 

$

32

 

 

$

73

 

 

$

406

 

 

$

179,442

 

 

$

179,848

 

 

$

 

 

$

73

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

219,493

 

 

 

219,493

 

 

 

 

 

 

22

 

Non-owner occupied

 

 

 

 

 

271

 

 

 

 

 

 

271

 

 

 

271,600

 

 

 

271,871

 

 

 

 

 

 

1,353

 

Construction and Farmland:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

208

 

 

 

 

 

 

208

 

 

 

9,818

 

 

 

10,026

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

103

 

 

 

103

 

 

 

75,346

 

 

 

75,449

 

 

 

 

 

 

655

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installment

 

 

262

 

 

 

 

 

 

 

 

 

262

 

 

 

107,615

 

 

 

107,877

 

 

 

 

 

 

1

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Lines

 

 

137

 

 

 

 

 

 

 

 

 

137

 

 

 

40,835

 

 

 

40,972

 

 

 

 

 

 

19

 

Single family

 

 

 

 

 

172

 

 

 

156

 

 

 

328

 

 

 

239,580

 

 

 

239,908

 

 

 

 

 

 

304

 

Multifamily

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,877

 

 

 

38,877

 

 

 

 

 

 

 

All Other Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,167

 

 

 

11,167

 

 

 

 

 

 

 

Total

 

$

700

 

 

$

683

 

 

$

332

 

 

$

1,715

 

 

$

1,193,773

 

 

$

1,195,488

 

 

$

 

 

$

2,427

 

 

10


TABLE OF CONTENTS

 

 

 

December 31, 2021

 

 

 

(in thousands)

 

 

 

30 - 59
Days
Past Due

 

 

60 - 89
Days
Past Due

 

 

90 or More
Days Past
Due

 

 

Total Past
Due

 

 

Current

 

 

Total Loans

 

 

90 or More
Past Due
Still
Accruing

 

 

Nonaccrual
Loans

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

8

 

 

$

7

 

 

$

 

 

$

15

 

 

$

143,363

 

 

$

143,378

 

 

$

 

 

$

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

188,839

 

 

 

188,839

 

 

 

 

 

 

124

 

Non-owner occupied

 

 

146

 

 

 

 

 

 

130

 

 

 

276

 

 

 

187,936

 

 

 

188,212

 

 

 

 

 

 

1,547

 

Construction and Farmland:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,077

 

 

 

10,077

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

126

 

 

 

108

 

 

 

234

 

 

 

74,590

 

 

 

74,824

 

 

 

 

 

 

234

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installment

 

 

6

 

 

 

 

 

 

 

 

 

6

 

 

 

67,275

 

 

 

67,281

 

 

 

 

 

 

3

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Lines

 

 

13

 

 

 

 

 

 

 

 

 

13

 

 

 

35,849

 

 

 

35,862

 

 

 

 

 

 

29

 

Single family

 

 

409

 

 

 

238

 

 

 

434

 

 

 

1,081

 

 

 

226,780

 

 

 

227,861

 

 

 

43

 

 

 

786

 

Multifamily

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,093

 

 

 

29,093

 

 

 

 

 

 

 

All Other Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,798

 

 

 

16,798

 

 

 

 

 

 

 

Total

 

$

582

 

 

$

371

 

 

$

672

 

 

$

1,625

 

 

$

980,600

 

 

$

982,225

 

 

$

43

 

 

$

2,723

 

 

11


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Allowance for loan losses by segment at September 30, 2022 and December 31, 2021 were as follows:

 

 

 

As of and For the Nine Months Ended

 

 

 

September 30, 2022

 

 

 

(in thousands)

 

 

 

Construction
and Farmland

 

 

Residential
Real Estate

 

 

Commercial
Real Estate

 

 

Commercial

 

 

Consumer

 

 

All Other
Loans

 

 

Unallocated

 

 

Total

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

2,794

 

 

$

1,750

 

 

$

1,650

 

 

$

1,656

 

 

$

646

 

 

$

291

 

 

$

 

 

$

8,787

 

Charge-Offs

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(67

)

 

 

(100

)

 

 

 

 

 

(169

)

Recoveries

 

 

5

 

 

 

883

 

 

 

197

 

 

 

107

 

 

 

21

 

 

 

11

 

 

 

 

 

 

1,224

 

Provision

 

 

(84

)

 

 

(862

)

 

 

352

 

 

 

702

 

 

 

397

 

 

 

185

 

 

 

210

 

 

 

900

 

Ending balance

 

$

2,715

 

 

$

1,769

 

 

$

2,199

 

 

$

2,465

 

 

$

997

 

 

$

387

 

 

$

210

 

 

$

10,742

 

Ending balance: Individually evaluated for impairment

 

$

 

 

$

32

 

 

$

 

 

$

374

 

 

$

 

 

$

 

 

$

 

 

$

406

 

Ending balance: collectively evaluated for impairment

 

$

2,715

 

 

$

1,737

 

 

$

2,199

 

 

$

2,091

 

 

$

997

 

 

$

387

 

 

$

210

 

 

$

10,336

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

85,475

 

 

$

319,757

 

 

$

491,364

 

 

$

179,848

 

 

$

107,877

 

 

$

11,167

 

 

$

 

 

$

1,195,488

 

Ending balance individually evaluated for impairment

 

$

1,042

 

 

$

3,482

 

 

$

1,989

 

 

$

453

 

 

$

24

 

 

$

 

 

$

 

 

$

6,990

 

Ending balance collectively evaluated for impairment

 

$

84,433

 

 

$

316,275

 

 

$

489,375

 

 

$

179,395

 

 

$

107,853

 

 

$

11,167

 

 

$

 

 

$

1,188,498

 

 

12


TABLE OF CONTENTS

 

 

December 31, 2021

 

 

 

(in thousands)

 

 

 

Construction
and Farmland

 

 

Residential
Real Estate

 

 

Commercial
Real Estate

 

 

Commercial

 

 

Consumer

 

 

All Other
Loans

 

 

Unallocated

 

 

Total

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

1,604

 

 

$

1,929

 

 

$

1,645

 

 

$

1,374

 

 

$

198

 

 

$

346

 

 

$

 

 

$

7,096

 

Charge-Offs

 

 

 

 

 

(13

)

 

 

 

 

 

(10

)

 

 

(19

)

 

 

(68

)

 

 

 

 

 

(110

)

Recoveries

 

 

12

 

 

 

240

 

 

 

7

 

 

 

18

 

 

 

29

 

 

 

12

 

 

 

 

 

 

318

 

Provision

 

 

1,178

 

 

 

(406

)

 

 

(2

)

 

 

274

 

 

 

438

 

 

 

1

 

 

 

 

 

 

1,483

 

Ending balance

 

$

2,794

 

 

$

1,750

 

 

$

1,650

 

 

$

1,656

 

 

$

646

 

 

$

291

 

 

$

 

 

$

8,787

 

Ending balance: Individually evaluated for impairment

 

$

 

 

$

39

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

39

 

Ending balance: collectively evaluated for impairment

 

$

2,794

 

 

$

1,711

 

 

$

1,650

 

 

$

1,656

 

 

$

646

 

 

$

291

 

 

$

 

 

$

8,748

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

84,901

 

 

$

292,816

 

 

$

377,051

 

 

$

143,378

 

 

$

67,281

 

 

$

16,798

 

 

$

 

 

$

982,225

 

Ending balance individually evaluated for impairment

 

$

257

 

 

$

2,778

 

 

$

2,295

 

 

$

108

 

 

$

16

 

 

$

 

 

$

 

 

$

5,454

 

Ending balance collectively evaluated for impairment

 

$

84,644

 

 

$

290,038

 

 

$

374,756

 

 

$

143,270

 

 

$

67,265

 

 

$

16,798

 

 

$

 

 

$

976,771

 

 

13


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Impaired loans by class as of and for the periods ended September 30, 2022 and December 31, 2021 were as follows:

 

 

 

As of

 

 

 

September 30, 2022

 

 

 

(in thousands)

 

 

 

Unpaid
Principal
Balance

 

 

Recorded
Investment

 

 

Related
Allowance

 

 

Average
Recorded
Investment

 

 

Interest
Income
Recognized

 

With no related allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

91

 

 

$

79

 

 

$

 

 

$

94

 

 

$

4

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

208

 

 

 

204

 

 

 

 

 

 

209

 

 

 

9

 

Non-owner occupied

 

 

2,029

 

 

 

1,785

 

 

 

 

 

 

1,792

 

 

 

15

 

Construction and Farmland:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

1,059

 

 

 

1,045

 

 

 

 

 

 

1,056

 

 

 

13

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installment

 

 

25

 

 

 

24

 

 

 

 

 

 

26

 

 

 

1

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity lines

 

 

23

 

 

 

19

 

 

 

 

 

 

20

 

 

 

 

Single family

 

 

2,895

 

 

 

2,798

 

 

 

 

 

 

2,836

 

 

 

76

 

Multifamily

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,330

 

 

$

5,954

 

 

$

 

 

$

6,033

 

 

$

118

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

379

 

 

$

374

 

 

$

374

 

 

$

413

 

 

$

17

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and Farmland:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family

 

 

699

 

 

 

678

 

 

 

32

 

 

 

687

 

 

 

20

 

Multifamily

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,078

 

 

$

1,052

 

 

$

406

 

 

$

1,100

 

 

$

37

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

470

 

 

$

453

 

 

$

374

 

 

$

507

 

 

$

21

 

Commercial Real Estate

 

 

2,237

 

 

 

1,989

 

 

 

 

 

 

2,001

 

 

 

24

 

Construction and Farmland

 

 

1,059

 

 

 

1,045

 

 

 

 

 

 

1,056

 

 

 

13

 

Consumer

 

 

25

 

 

 

24

 

 

 

 

 

 

26

 

 

 

1

 

Residential

 

 

3,617

 

 

 

3,495

 

 

 

32

 

 

 

3,543

 

 

 

96

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

7,408

 

 

$

7,006

 

 

$

406

 

 

$

7,133

 

 

$

155

 

 

(1)
Recorded investment is defined as the summation of the outstanding principal balance, accrued interest, net deferred loan fees or costs, and any partial charge-offs. Accrued interest and net deferred loan fees or costs totaled $16 thousand at September 30, 2022.

14


TABLE OF CONTENTS

 

 

 

As of

 

 

 

December 31, 2021

 

 

 

(in thousands)

 

 

 

Unpaid
Principal
Balance

 

 

Recorded
Investment

 

 

Related
Allowance

 

 

Average
Recorded
Investment

 

 

Interest
Income
Recognized

 

With no related allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

143

 

 

$

109

 

 

$

 

 

$

166

 

 

$

11

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

148

 

 

 

124

 

 

 

 

 

 

142

 

 

 

 

Non-owner occupied

 

 

2,539

 

 

 

2,177

 

 

 

 

 

 

2,186

 

 

 

 

Construction and Farmland:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

271

 

 

 

257

 

 

 

 

 

 

267

 

 

 

9

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installment

 

 

17

 

 

 

16

 

 

 

 

 

 

19

 

 

 

1

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity lines

 

 

35

 

 

 

29

 

 

 

 

 

 

32

 

 

 

 

Single family

 

 

2,088

 

 

 

1,974

 

 

 

 

 

 

2,012

 

 

 

62

 

Multifamily

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,241

 

 

$

4,686

 

 

$

 

 

$

4,824

 

 

$

83

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and Farmland:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family

 

 

811

 

 

 

787

 

 

 

39

 

 

 

802

 

 

 

30

 

Multifamily

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

811

 

 

$

787

 

 

$

39

 

 

$

802

 

 

$

30

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

143

 

 

$

109

 

 

$

 

 

$

166

 

 

$

11

 

Commercial Real Estate

 

 

2,687

 

 

 

2,301

 

 

 

 

 

 

2,328

 

 

 

 

Construction and Farmland

 

 

271

 

 

 

257

 

 

 

 

 

 

267

 

 

 

9

 

Consumer

 

 

17

 

 

 

16

 

 

 

 

 

 

19

 

 

 

1

 

Residential

 

 

2,934

 

 

 

2,790

 

 

 

39

 

 

 

2,846

 

 

 

92

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

6,052

 

 

$

5,473

 

 

$

39

 

 

$

5,626

 

 

$

113

 

 

(1)
Recorded investment is defined as the summation of the outstanding principal balance, accrued interest, net deferred loan fees or costs, and any partial charge-offs. Accrued interest and net deferred loan fees or costs totaled $19 thousand at December 31, 2021.

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TABLE OF CONTENTS

When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is in nonaccrual status, all payments are applied to principal under the cost-recovery method. For financial statement purposes, the recorded investment in nonaccrual loans is the actual principal balance reduced by payments that would otherwise have been applied to interest. When reporting information on these loans to the applicable customers, the unpaid principal balance is reported as if payments were applied to principal and interest under the original terms of the loan agreements. Therefore, the unpaid principal balance reported to the customer would be higher than the recorded investment in the loan for financial statement purposes. When the ultimate collectability of the total principal of the impaired loan is not in doubt and the loan is in nonaccrual status, contractual interest is credited to interest income when received under the cash-basis method.

The Company uses a rating system for evaluating the risks associated with non-consumer loans. Consumer loans are not evaluated for risk unless the characteristics of the loan fall within classified categories. Consumer loans are evaluated for collection based on payment performance. Descriptions of these ratings are as follows:

 

Pass

Pass loans exhibit acceptable history of profits, cash flow ability and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower in an as agreed manner.

 

 

Special Mention

Special mention loans exhibit negative trends and potential weakness that, if left uncorrected, may negatively affect the borrower’s ability to repay its obligations. The risk of default is not imminent and the borrower still demonstrates sufficient financial strength to service debt.

 

 

Substandard

Substandard loans exhibit well defined weaknesses resulting in a higher probability of default. The borrowers exhibit adverse financial trends and a diminishing ability or willingness to service debt.

 

 

Doubtful

Doubtful loans exhibit all of the characteristics inherent in substandard loans; however given the severity of weaknesses, the collection of 100% of the principal is unlikely under current conditions.

 

 

Loss

Loss loans are considered uncollectible over a reasonable period of time and of such little value that its continuance as a bankable asset is not warranted.

 

 

 

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Credit quality information by class at September 30, 2022 and December 31, 2021 was as follows:

 

 

 

As of

 

 

 

September 30, 2022

 

 

 

(in thousands)

 

INTERNAL RISK RATING GRADES

 

Pass

 

 

Special
Mention

 

 

Substandard

 

 

Doubtful

 

 

Loss

 

 

Total

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

179,618

 

 

$

157

 

 

$

73

 

 

$

 

 

$

 

 

$

179,848

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

200,192

 

 

 

19,279

 

 

 

22

 

 

 

 

 

 

 

 

 

219,493

 

Non-owner occupied

 

 

261,315

 

 

 

8,556

 

 

 

2,000

 

 

 

 

 

 

 

 

 

271,871

 

Construction and Farmland:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

9,818

 

 

 

208

 

 

 

 

 

 

 

 

 

 

 

 

10,026

 

Commercial

 

 

63,482

 

 

 

3,203

 

 

 

8,764

 

 

 

 

 

 

 

 

 

75,449

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Lines

 

 

40,952

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

 

40,972

 

Single family

 

 

235,445

 

 

 

3,041

 

 

 

1,306

 

 

 

116

 

 

 

 

 

 

239,908

 

Multifamily

 

 

38,877

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,877

 

All other loans

 

 

11,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,167

 

Total

 

$

1,040,866

 

 

$

34,444

 

 

$

12,185

 

 

$

116

 

 

$

 

 

$

1,087,611

 

 

 

 

Performing

 

 

Nonperforming

 

Consumer Credit Exposure by Payment Activity

 

$

107,876

 

 

$

1

 

 

 

 

As of

 

 

 

December 31, 2021

 

 

 

(in thousands)

 

INTERNAL RISK RATING GRADES

 

Pass

 

 

Special
Mention

 

 

Substandard

 

 

Doubtful

 

 

Loss

 

 

Total

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

143,197

 

 

$

176

 

 

$

5

 

 

$

 

 

$

 

 

$

143,378

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

185,978

 

 

 

2,703

 

 

 

158

 

 

 

 

 

 

 

 

 

188,839

 

Non-owner occupied

 

 

180,830

 

 

 

4,819

 

 

 

2,563

 

 

 

 

 

 

 

 

 

188,212

 

Construction and Farm land:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

10,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,077

 

Commercial

 

 

59,318

 

 

 

15,198

 

 

 

308

 

 

 

 

 

 

 

 

 

74,824

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Lines

 

 

35,832

 

 

 

 

 

 

30

 

 

 

 

 

 

 

 

 

35,862

 

Single family

 

 

224,510

 

 

 

1,601

 

 

 

1,633

 

 

 

117

 

 

 

 

 

 

227,861

 

Multifamily

 

 

26,952

 

 

 

2,141

 

 

 

 

 

 

 

 

 

 

 

 

29,093

 

All other loans

 

 

16,798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,798

 

Total

 

$

883,492

 

 

$

26,638

 

 

$

4,697

 

 

$

117

 

 

$

 

 

$

914,944

 

 

 

 

Performing

 

 

Nonperforming

 

Consumer Credit Exposure by Payment Activity

 

$

67,275

 

 

$

6

 

 

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NOTE 6. Troubled Debt Restructurings

All loans deemed a troubled debt restructuring (“TDR"), are considered impaired, and are evaluated for collateral and cash-flow sufficiency. A loan is considered a TDR when the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. All of the following factors are indicators that the Company has granted a concession (one or multiple items may be present):

The borrower receives a reduction of the stated interest rate to a rate less than the institution is willing to accept at the time of the restructure for a new loan with comparable risk.
The borrower receives an extension of the maturity date or dates at a stated interest rate lower than the current market interest rate for new debt with similar risk characteristics.
The borrower receives a reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement.
The borrower receives a deferral of required payments (principal and/or interest) which causes more than an insignificant change in cash flow.
The borrower receives a reduction of the accrued interest.

There were 26 TDR loans totaling $4.4 million at September 30, 2022. At December 31, 2021, there were 17 TDR loans totaling $2.7 million. Two TDR loans, totaling $136 thousand, were in nonaccrual status at September 30, 2022. Two TDR loans, totaling $149 thousand, were in nonaccrual status at December 31, 2021. There were no outstanding commitments to lend additional amounts to troubled debt restructured borrowers at September 30, 2022 or December 31, 2021.

The following tables set forth information on the Company’s troubled debt restructurings by class of loans occurring during the three and nine months ended September 30, 2022 and 2021. During the nine months ended September 30, 2022, nine loans were modified in TDRs, with six loans being newly classified as TDRs during the three months ended September 30, 2022. During the three months ended September 30, 2021, three loans were modified in TDRs.

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Three Months Ended

 

 

September 30, 2022

 

 

(in thousands)

 

 

Number of Contracts

 

 

Pre-Modification Outstanding Recorded Investment

 

 

Post-Modification Outstanding Recorded Investment

 

Consumer:

 

 

 

 

 

 

 

 

Installment

 

1

 

 

$

20

 

 

$

21

 

Residential:

 

 

 

 

 

 

 

 

Single family

 

4

 

 

 

894

 

 

 

894

 

Total

 

5

 

 

$

914

 

 

$

915

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

September 30, 2021

 

 

(in thousands)

 

 

Number of Contracts

 

 

Pre-Modification Outstanding Recorded Investment

 

 

Post-Modification Outstanding Recorded Investment

 

Consumer:

 

 

 

 

 

 

 

 

Installment

 

 

 

 

 

 

 

 

Total

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

September 30, 2022

 

 

(in thousands)

 

 

Number of
Contracts

 

 

Pre-Modification Outstanding
Recorded Investment

 

 

Post-Modification Outstanding
Recorded Investment

 

Commercial - Non Real Estate:

 

 

 

 

 

 

 

 

Commercial & Industrial

 

 

 

 

 

 

 

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

Owner Occupied

 

1

 

 

$

185

 

 

$

185

 

Non-Owner Occupied

 

1

 

 

$

161

 

 

$

161

 

Construction and Farmland:

 

 

 

 

 

 

 

 

Commercial

 

1

 

 

 

639

 

 

 

639

 

Consumer:

 

 

 

 

 

 

 

 

Installment

 

1

 

 

$

20

 

 

$

21

 

Residential:

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Single family

 

7

 

 

 

1,433

 

 

 

1,451

 

Total

 

11

 

 

$

2,438

 

 

$

2,457

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

September 30, 2021

 

 

(in thousands)

 

 

Number of
Contracts

 

 

Pre-Modification Outstanding
Recorded Investment

 

 

Post-Modification Outstanding
Recorded Investment

 

Consumer:

 

 

 

 

 

 

 

 

Installment

 

2

 

 

$

15

 

 

$

15

 

Residential:

 

 

 

 

 

 

 

 

Single family

 

1

 

 

 

98

 

 

 

98

 

Total

 

3

 

 

$

113

 

 

$

113

 

 

 

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During the three and nine months ended September 30, 2022, the Company restructured eleven loans by granting concessions to the borrowers experiencing financial difficulty. Eight loans were restructured renewing or extending the loan beyond the original maturity date. One loan was restructured by refinancing and providing cash out to the borrower. Two loans were restructured by refinancing the loans to extend the term.

 

During the nine months ended September 30, 2021, the Company restructured three loans by granting a concession to
borrowers experiencing financial difficulty. These loans were restructured by reducing the loan payments and extending the
term.

There were no payment defaults during the three and nine months ended September 30, 2022 for TDRs that were restructured within the preceding twelve-month period. There were no payment defaults during the three and nine months ended September 30, 2021.

 

Management defines default as over 30 days contractually past due under the modified terms, the foreclosure and/or repossession of the collateral, or the charge-off of the loan during the twelve-month period subsequent to the modification.

NOTE 7. Deposits

The composition of deposits at September 30, 2022 and December 31, 2021 was as follows:

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 

 

(in thousands)

 

Noninterest bearing demand deposits

 

$

491,184

 

 

$

470,355

 

Savings and interest bearing demand deposits:

 

 

 

 

 

 

NOW accounts

 

$

168,543

 

 

$

162,690

 

Money market accounts

 

 

281,839

 

 

 

251,862

 

Regular savings accounts

 

 

181,699

 

 

 

168,744

 

 

 

$

632,081

 

 

$

583,296

 

Time deposits:

 

 

 

 

 

 

Balances of less than $250,000

 

$

71,059

 

 

$

58,427

 

Balances of $250,000 and more

 

 

59,790

 

 

 

65,157

 

 

 

$

130,849

 

 

$

123,584

 

 

 

$

1,254,114

 

 

$

1,177,235

 

 

 

 

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NOTE 8. Leases

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

The Company’s four long-term lease agreements are classified as operating leases. These leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liability to the extent the options are reasonably certain of being exercised. The lease agreements do not provide for a residual value guarantee and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases:

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2022

 

 

December 31, 2021

 

Lease liabilities

 

 

 

 

 

 

 

$

5,057

 

 

$

5,289

 

Right-of-use assets

 

 

 

 

 

 

 

$

4,860

 

 

$

5,139

 

Weighted average remaining lease term

 

 

 

 

 

 

 

14 years

 

 

15 years

 

Weighted average discount rate

 

 

 

 

 

 

 

 

3.02

%

 

 

2.99

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

Lease Cost

 

September 30, 2022

 

 

September 30, 2021

 

 

September 30, 2022

 

 

September 30, 2021

 

Operating lease cost

 

$

132

 

 

$

106

 

 

$

396

 

 

$

257

 

Short-term lease cost

 

 

3

 

 

 

7

 

 

 

11

 

 

 

15

 

Total lease cost

 

$

135

 

 

$

113

 

 

$

407

 

 

$

272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

116

 

 

$

83

 

 

$

348

 

 

$

209

 

 

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liabilities is as follows:

 

 

 

As of

 

Lease payments due

 

September 30, 2022

 

Twelve months ending September 30, 2023

 

$

471

 

Twelve months ending September 30, 2024

 

 

478

 

Twelve months ending September 30, 2025

 

 

497

 

Twelve months ending September 30, 2026

 

 

428

 

Twelve months ending September 30, 2027

 

 

390

 

Thereafter

 

 

4,247

 

Total undiscounted cash flows

 

$

6,511

 

Discount

 

 

(1,454

)

Lease liabilities

 

$

5,057

 

 

 

 

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NOTE 9. Fair Value Measurements

GAAP requires the Company to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

“Fair Value Measurements” defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

 

Level 1

 

Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

 

 

 

Level 2

 

Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

 

 

 

Level 3

 

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following section provides a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy:

 

Securities Available for Sale: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

 

Derivative instruments are recorded at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities.

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TABLE OF CONTENTS

The following table presents balances of financial assets and liabilities measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021:

 

 

 

 

 

 

Fair Value Measurements at

 

 

 

 

 

 

September 30, 2022

 

 

 

 

 

 

Using

 

 

 

Balance as of

 

 

Quoted Prices
in Active
Markets for
Identical Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

 

 

September 30, 2022

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government corporations and agencies

 

$

9,211

 

 

$

 

 

$

9,211

 

 

$

 

Mortgage-backed securities

 

 

131,542

 

 

 

 

 

 

131,542

 

 

 

 

Obligations of states and political subdivisions

 

 

6,619

 

 

 

 

 

 

6,619

 

 

 

 

Subordinated debt

 

 

4,381

 

 

 

 

 

 

4,381

 

 

 

 

Derivative:

 

 

 

 

 

 

 

 

 

 

 

 

      Interest rate swaps

 

 

1,120

 

 

 

 

 

 

1,120

 

 

 

 

Total assets at fair value

 

$

152,873

 

 

$

 

 

$

152,873

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

      Interest rate swaps

 

$

1,120

 

 

$

 

 

$

1,120

 

 

$

 

Total liabilities at fair value

 

$

1,120

 

 

$

 

 

$

1,120

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

Balance as of

 

 

Quoted Prices
in Active
Markets for
Identical Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

 

 

December 31, 2021

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

 

 

 

 

 

      Obligations of U.S. government corporations and agencies

 

$

14,921

 

 

$

 

 

$

14,921

 

 

$

 

U.S. treasury notes

 

 

2,003

 

 

 

 

 

 

2,003

 

 

 

 

Mortgage-backed securities

 

 

151,012

 

 

 

 

 

 

151,012

 

 

 

 

Obligations of states and political subdivisions

 

 

21,877

 

 

 

 

 

 

21,877

 

 

 

 

Subordinated debt

 

 

2,508

 

 

 

 

 

 

2,508

 

 

 

 

Derivative:

 

 

 

 

 

 

 

 

 

 

 

 

      Interest rate swap

 

 

58

 

 

 

 

 

 

58

 

 

 

 

Total assets at fair value

 

$

192,379

 

 

$

 

 

$

192,379

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

      Interest rate swap

 

$

58

 

 

$

 

 

$

58

 

 

$

 

Total liabilities at fair value

 

$

58

 

 

$

 

 

$

58

 

 

$

 

 

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower of cost or market accounting or write downs of individual assets.

 

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TABLE OF CONTENTS

The following describes the valuation techniques used by the Company to measure certain financial and nonfinancial assets recorded at fair value on a nonrecurring basis in the financial statements:

Loans Held for Sale: Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during three and nine months ended September 30, 2022 and the year ended December 31, 2021.

Impaired Loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected when due. The measurement of loss associated with impaired loans can be based on the present value of its expected future cash flows discounted at the loan's coupon rate, or at the loans' observable market price or the fair value of the collateral securing the loans, if they are collateral dependent. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data within the last twelve months (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

Other Real Estate Owned: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the property, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to fair value less cost to sell. The fair value measurement of real estate held in other real estate owned is assessed in the same manner as impaired loans described above. We believe that the fair value follows the provisions of GAAP. The Company held no other real estate owned at September 30, 2022 and December 31, 2021.

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The following table displays quantitative information about Level 3 Fair Value Measurements for certain financial assets measured at fair value on a nonrecurring basis at September 30, 2022 and December 31, 2021:

 

 

 

Quantitative information about Level 3 Fair Value Measurements

 

 

September 30, 2022

 

 

Valuation Technique(s)

 

Unobservable Input

 

Range

 

Weighted Average (1)

Assets:

 

 

 

 

 

 

 

 

Impaired loans

 

Present value of cash flows

 

Discount rate

 

4% - 6%

 

5 %

 

 

 

 

 

 

 

 

 

 

 

Quantitative information about Level 3 Fair Value Measurements

 

 

December 31, 2021

 

 

Valuation Technique(s)

 

Unobservable Input

 

Range

 

Weighted Average (1)

Assets:

 

 

 

 

 

 

 

 

Impaired loans

 

Discounted appraised value

 

Selling cost

 

12 %

 

12 %

Impaired loans

 

Present value of cash flows

 

Discount rate

 

4% - 6%

 

5 %

 

(1) Unobservable inputs were weighted by the relative fair values of the instruments.

The following table summarizes the Company’s financial and nonfinancial assets that were measured at fair value on a nonrecurring basis at September 30, 2022 and December 31, 2021:

 

 

 

 

 

 

Carrying value at

 

 

 

 

 

 

September 30, 2022

 

 

 

Balance as of

 

 

Identical
Assets

 

 

Observable
Inputs

 

 

Unobservable
Inputs

 

 

 

September 30, 2022

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

 

(in thousands)

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

643

 

 

$

 

 

$

 

 

$

643

 

 

 

 

 

 

Carrying value at

 

 

 

 

 

 

December 31, 2021

 

 

 

Balance as of

 

 

Quoted Prices
in Active
Markets
for Identical
Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

 

 

December 31, 2021

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

 

(in thousands)

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

746

 

 

$

 

 

$

 

 

$

746

 

 

 

 

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TABLE OF CONTENTS

The carrying value and fair value of the Company’s financial instruments at September 30, 2022 and December 31, 2021 were as follows:

 

 

 

Fair Value Measurements at

 

 

 

September 30, 2022

 

 

 

Using

 

 

 

Carrying
Value
as of

 

 

Quoted Prices
in Active
Markets for
Identical
Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

 

Fair Value
as of

 

 

 

September 30, 2022

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

September 30, 2022

 

 

 

(in thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

35,935

 

 

$

35,935

 

 

$

 

 

$

 

 

$

35,935

 

Securities

 

 

151,753

 

 

 

 

 

 

151,753

 

 

 

 

 

 

151,753

 

Restricted Investments

 

 

4,608

 

 

 

 

 

 

4,608

 

 

 

 

 

 

4,608

 

Loans held for sale

 

 

90

 

 

 

 

 

 

90

 

 

 

 

 

 

90

 

Loans, net

 

 

1,191,099

 

 

 

 

 

 

 

 

 

1,182,235

 

 

 

1,182,235

 

Bank owned life insurance

 

 

23,731

 

 

 

 

 

 

23,731

 

 

 

 

 

 

23,731

 

Accrued interest receivable

 

 

3,079

 

 

 

 

 

 

3,079

 

 

 

 

 

 

3,079

 

Interest rate swaps

 

 

1,120

 

 

 

 

 

 

1,120

 

 

 

 

 

 

1,120

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

1,254,114

 

 

$

 

 

$

1,254,480

 

 

$

 

 

$

1,254,480

 

Federal Home Loan Bank advances

 

 

75,000

 

 

 

 

 

 

74,978

 

 

 

 

 

 

74,978

 

Subordinated debt, net of unamortized issuance costs

 

 

29,360

 

 

 

 

 

 

29,352

 

 

 

 

 

 

29,352

 

Accrued interest payable

 

 

1,196

 

 

 

 

 

 

1,196

 

 

 

 

 

 

1,196

 

Interest rate swaps

 

 

1,120

 

 

 

 

 

 

1,120

 

 

 

 

 

 

1,120

 

 

 

 

Fair Value Measurements at

 

 

 

December 31, 2021

 

 

 

Using

 

 

 

Carrying Value
as of

 

 

Quoted Prices
in Active
Markets for
Identical
Assets

 

 

Significant
Other
Observable
Inputs

 

 

Significant
Unobservable
Inputs

 

 

Fair Value
as of

 

 

 

December 31, 2021

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

December 31, 2021

 

 

 

(in thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

64,068

 

 

$

64,068

 

 

$

 

 

$

 

 

$

64,068

 

Securities

 

 

192,321

 

 

 

 

 

 

192,321

 

 

 

 

 

 

192,321

 

Restricted Investments

 

 

1,049

 

 

 

 

 

 

1,049

 

 

 

 

 

 

1,049

 

Loans held for sale

 

 

876

 

 

 

 

 

 

876

 

 

 

 

 

 

876

 

Loans, net

 

 

976,933

 

 

 

 

 

 

 

 

 

969,612

 

 

 

969,612

 

Bank owned life insurance

 

 

23,236

 

 

 

 

 

 

23,236

 

 

 

 

 

 

23,236

 

Accrued interest receivable

 

 

2,634

 

 

 

 

 

 

2,634

 

 

 

 

 

 

2,634

 

Interest rate swap

 

 

58

 

 

 

 

 

 

58

 

 

 

 

 

 

58

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

1,177,235

 

 

$

 

 

$

1,177,582

 

 

$

 

 

$

1,177,582

 

Accrued interest payable

 

 

67

 

 

 

 

 

 

67

 

 

 

 

 

 

67

 

Interest rate swap

 

 

58

 

 

 

 

 

 

58

 

 

 

 

 

 

58

 

 

 

 

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NOTE 10. Change in Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes unrealized gains and losses on available for sale securities and changes in benefit obligations and plan assets for the post retirement benefit plan. Changes to accumulated other comprehensive income (loss) are presented net of their tax effect as a component of equity. Reclassifications out of accumulated other comprehensive income (loss) are recorded in the Consolidated Statements of Income either as a gain or loss.

Changes to accumulated other comprehensive income (loss) by component are shown in the following table for the periods indicated:

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

 

Unrealized
Gains and
Losses on
Available
for Sale
Securities

 

 

Change in
Benefit
Obligations
and Plan
Assets for
the Post
Retirement
Benefit
Plan

 

 

Total

 

 

Unrealized
Gains and
Losses on
Available
for Sale
Securities

 

 

Change in
Benefit
Obligations
and Plan
Assets for
the Post
Retirement
Benefit
Plan

 

 

Total

 

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

July 1

 

$

(16,775

)

 

$

19

 

 

$

(16,756

)

 

$

1,103

 

 

$

19

 

 

$

1,122

 

Other comprehensive (loss) before reclassifications

 

 

(6,401

)

 

 

 

 

 

(6,401

)

 

 

(47

)

 

 

 

 

 

(47

)

Reclassifications

 

 

737

 

 

 

 

 

 

737

 

 

 

 

 

 

 

 

 

 

Tax effect of current period changes

 

 

1,189

 

 

 

 

 

 

1,189

 

 

 

10

 

 

 

 

 

 

10

 

Current period changes net of taxes

 

 

(4,475

)

 

 

 

 

 

(4,475

)

 

 

(37

)

 

 

 

 

 

(37

)

September 30

 

$

(21,250

)

 

$

19

 

 

$

(21,231

)

 

$

1,066

 

 

$

19

 

 

$

1,085

 

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

 

Unrealized
Gains and
Losses on
Available
for Sale
Securities

 

 

Change in
Benefit
Obligations
and Plan
Assets for
the Post
Retirement
Benefit
Plan

 

 

Total

 

 

Unrealized
Gains and
Losses on
Available
for Sale
Securities

 

 

Change in
Benefit
Obligations
and Plan
Assets for
the Post
Retirement
Benefit
Plan

 

 

Total

 

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

January 1

 

$

(174

)

 

$

19

 

 

$

(155

)

 

$

3,260

 

 

$

19

 

 

$

3,279

 

Other comprehensive (loss) before reclassifications

 

 

(27,416

)

 

 

 

 

 

(27,416

)

 

 

(2,753

)

 

 

 

 

 

(2,753

)

Reclassifications

 

 

737

 

 

 

 

 

 

737

 

 

 

(24

)

 

 

 

 

 

(24

)

Tax effect of current period changes

 

 

5,603

 

 

 

 

 

 

5,603

 

 

 

583

 

 

 

 

 

 

583

 

Current period changes net of taxes

 

 

(21,076

)

 

 

 

 

 

(21,076

)

 

 

(2,194

)

 

 

 

 

 

(2,194

)

September 30

 

$

(21,250

)

 

$

19

 

 

$

(21,231

)

 

$

1,066

 

 

$

19

 

 

$

1,085

 

 

 

For the three and nine months ended September 30, 2022, $(737) thousand was reclassified out of accumulated other comprehensive income (loss) and appeared as loss on sale of securities in the Consolidated Statements of Income. For the three and nine months ended September 30, 2021, zero and $24 thousand, respectively, were reclassified out of accumulated other comprehensive income (loss) and appeared as gain on sale of securities in the Consolidated Statements of Income. For the three and nine months ended September 30, 2022, the tax related to these reclassifications was $155 thousand, which is included in income tax expense in the Consolidated Statements of Income. For the three and nine months ended September 30, 2021, the tax related to these reclassifications was zero and $5 thousand, respectively, which is included in income tax expense in the Consolidated Statements of Income.

 

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NOTE 11. Other Real Estate Owned

The following table is a summary of other real estate owned (“OREO”) activity for the nine months ended September 30, 2022 and 2021 and the year ended December 31, 2021:

 

 

 

Nine Months Ended

 

 

Year Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2021

 

 

 

(in thousands)

 

Balance, beginning

 

$

 

 

$

607

 

 

$

607

 

Transfer from loans

 

 

 

 

 

266

 

 

 

266

 

Gain on foreclosures

 

 

 

 

 

 

 

 

 

Sales

 

 

 

 

 

(781

)

 

 

(588

)

Valuation adjustments

 

 

 

 

 

(92

)

 

 

(92

)

Balance, ending

 

$

 

 

$

 

 

$

193

 

 

 

There was one consumer mortgage loan totaling $116 thousand collateralized by residential real estate in the process of foreclosure at September 30, 2022 and no consumer mortgage loans collateralized by residential real estate in the process of foreclosure at December 31, 2021.

NOTE 12. Qualified Affordable Housing Project Investments

The Company invests in qualified affordable housing projects. The general purpose of these investments is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia, develop and implement strategies to maintain projects as low-income housing, provide tax credits and other tax benefits to investors, and to preserve and protect project assets.

At September 30, 2022 and December 31, 2021, the balance of the investment for qualified affordable housing projects was $2.4 million and $2.6 million, respectively. These balances are reflected in Other assets on the Consolidated Balance Sheets. Total unfunded commitments related to the investments in qualified affordable housing projects totaled $11 thousand at both September 30, 2022 and December 31, 2021. These balances are reflected in Other liabilities on the Consolidated Balance Sheets. The Company expects to fulfill these commitments by December 31, 2023, in accordance with the terms of the individual agreements.

During each of the three months ended September 30, 2022 and September 30, 2021, the Company recognized amortization expense of $82 thousand and $57 thousand, respectively. The Company recognized amortization expense for the nine months ended September 30, 2022 and 2021 of $196 thousand and $172 thousand, respectively. The amortization expense was included in Other operating expenses on the Consolidated Statements of Income.

Total estimated credits to be received during 2022 are $353 thousand based on the most recent quarterly estimates received from the funds. Total tax credits and other tax benefits recognized during the nine months ended September 30, 2022 and 2021, were $269 thousand and $272 thousand, respectively.

 

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NOTE 13. Recent Accounting Pronouncements and Other Authoritative Guidance

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. Smaller reporting companies who file with the U.S. Securities and Exchange Commission (“SEC”), such as the Company, and all other entities who do not file with the SEC are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. The Company formed a CECL committee during 2016 which continues to meet to address the compliance requirements. Historic loan data has been gathered and reviewed for completeness and accuracy. In addition, the committee is actively engaged in formalizing the Company’s calculation process including its approach for the development of loss rates and related qualitative adjustments with the assistance of a third-party vendor. Since June 30, 2022, the committee has been running parallel allowance models under the current and new standard.

Effective November 25, 2019, the SEC adopted Staff Accounting Bulletin (SAB) 119. SAB 119 updated portions of SEC interpretative guidance to align with FASB ASC 326, “Financial Instruments – Credit Losses.” It covers topics including (1) measuring current expected credit losses; (2) development, governance, and documentation of a systematic methodology; (3) documenting the results of a systematic methodology; and (4) validating a systematic methodology.

In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The amendments in this ASU should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. For entities that have not yet adopted ASU 2016-13, the effective date for ASU 2022-02 is the same as the effective date in ASU 2016-13. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures, provided they have adopted ASU 2016-13. The Company is currently assessing the impact that ASU 2022-02 will have on its consolidated financial statements.

 

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NOTE 14. Borrowings

On March 31, 2022, the Company entered into Subordinated Note Purchase Agreements with certain purchasers pursuant to which the Company issued and sold $30.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032 (the “Notes”).

The Company plans to use the net proceeds of the Notes offering for general corporate purposes, organic growth and to support the Bank’s regulatory capital ratios. The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes at the holding company and bear an initial interest rate of 4.50% until April 1, 2027, with interest during this period payable semi-annually in arrears. From and including April 1, 2027, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 2.35%, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company at its option, in whole or in part, on or after April 1, 2027. Initial debt issuance costs were $673 thousand. The debt balance of $30.0 million is presented net of unamortized issuance costs of $640 thousand at September 30, 2022.

During the third quarter of 2022, the Company entered into a fixed rate credit Federal Home Loan Bank advance in the amount of $75.0 million. This advance was has an interest rate of 2.18% with a maturity date of October 6, 2022. On October 6, 2022 the original advance matured and was paid off with a new advance for $75.0 million with an interest rate of 3.79% and a maturity date of January 6, 2023.

NOTE 15. Derivatives

The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates, and to assist customers with their risk management objectives. Derivative contracts that are not designated in a qualifying hedging relationships include customer accommodation loan swaps. The Company enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Company receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of the swaps with borrowers and the swaps with dealer counterparties.

 

 

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The following table summarize key elements of the Company's derivative instruments at September 30, 2022 and December 31, 2021.

 

 

September 30, 2022

 

 

 

Notional Amount

 

 

Assets

 

 

Liabilities

 

 

 

(in thousands)

 

Customer-related interest rate swap contracts:

 

 

 

 

 

 

 

 

 

Matched interest rate swaps with borrower

 

$

23,285

 

 

$

1,120

 

 

$

 

Matched interest rate swaps with counterparty

 

 

23,285

 

 

 

 

 

 

1,120

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

Notional Amount

 

 

Assets

 

 

Liabilities

 

 

 

(in thousands)

 

Customer-related interest rate swap contracts:

 

 

 

 

 

 

 

 

 

Matched interest rate swaps with borrower

 

$

2,391

 

 

$

58

 

 

$

 

Matched interest rate swaps with counterparty

 

 

2,391

 

 

 

 

 

 

58

 

 

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TABLE OF CONTENTS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on the important factors affecting the Company’s financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes to the Consolidated Financial Statements presented in Part I, Item 1, Financial Statements, of this Form 10-Q and Item 8, Financial Statements and Supplementary Data, of the 2021 Form 10-K.

GENERAL

Eagle Financial Services, Inc. is a bank holding company which owns 100% of the stock of Bank of Clarke County (the “Bank” and, collectively with Eagle Financial Services, Inc., the “Company”, “we”, “us” or “our”). Accordingly, the results of operations for the Company are dependent upon the operations of the Bank. The Bank conducts a commercial banking business which consists of attracting deposits from the general public and investing those funds in commercial, consumer and real estate loans and municipal and U.S. government agency securities. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation to the maximum extent permitted by law. At September 30, 2022, the Company had total assets of $1.47 billion, net loans of $1.19 billion, total deposits of $1.25 billion, and shareholders’ equity of $98.5 million. The Company’s net income was $11.3 million for the nine months ended September 30, 2022.

MANAGEMENT’S STRATEGY

The Company strives to be an outstanding financial institution in its market by building solid sustainable relationships with: (1) its customers, by providing highly personalized customer service, a network of conveniently placed branches and ATMs, a competitive variety of products/services and courteous, professional employees, (2) its employees, by providing generous benefits, a positive work environment, advancement opportunities and incentives to exceed expectations, (3) its communities, by participating in local concerns, providing monetary support, supporting employee volunteerism and providing employment opportunities, and (4) its shareholders, by providing sound profits and returns, sustainable growth, regular dividends and committing to its local, independent status.

OPERATING STRATEGY

The Bank is a locally owned and managed financial institution. This allows the Bank to be flexible and responsive in the products and services it offers. The Bank grows primarily by lending funds to local residents and businesses at a competitive price that reflects the inherent risk of lending. The Bank attempts to fund these loans through deposits gathered from local residents and businesses. The Bank prices its deposits by comparing alternative sources of funds and selecting the lowest cost available. When deposits are not adequate to fund asset growth, the Bank relies on borrowings, both short and long term. The Bank’s primary source of borrowed funds is the Federal Home Loan Bank of Atlanta which offers numerous terms and rate structures to the Bank.

As interest rates change, the Bank attempts to maintain its net interest margin. This is accomplished by changing the price, terms, and mix of its financial assets and liabilities. The Bank also earns fees on services provided through its trust department, sales of investments through Eagle Investment Services, secondary market mortgage activities, and deposit operations. The Bank also incurs noninterest expenses such as compensating employees, maintaining and acquiring fixed assets, and purchasing goods and services necessary to support its daily operations.

The Bank has a marketing department which seeks to develop new business. This is accomplished through an ongoing calling program whereby account officers visit with existing and potential customers to discuss the products and services offered. The Bank also utilizes traditional advertising such as television commercials, radio ads, newspaper ads, and billboards.

 

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LENDING POLICIES

Administration and supervision over the lending process is provided by the Bank’s Credit Administration Department. The principal risk associated with the Bank’s loan portfolio is the creditworthiness of its borrowers. In an effort to manage this risk, the Bank’s policy gives loan amount approval limits to individual loan officers based on their position and level of experience. Credit risk is increased or decreased, depending on the type of loan and prevailing economic conditions. In consideration of the different types of loans in the portfolio, the risk associated with real estate mortgage loans, commercial loans and consumer loans varies based on employment levels, consumer confidence, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay debt.

The Company has written policies and procedures to help manage credit risk. The Company utilizes a loan review process that includes formulation of portfolio management strategy, guidelines for underwriting standards and risk assessment, procedures for ongoing identification and management of credit deterioration, and regular portfolio reviews to establish loss exposure and to ascertain compliance with the Company’s policies.

The Bank uses a tiered approach to approve credit requests consisting of individual lending authorities, joint approval of Category I officers, and a director loan committee. Lending limits for individuals are set by the Board of Directors and are determined by loan purpose, collateral type, and internal risk rating of the borrower. The highest individual authority (Category I) is assigned to the Bank’s President / Chief Executive Officer, Chief Revenue Officer and Chief Credit Officer (approval authority only). Two officers in Category I may combine their authority to approve loan requests to borrowers with credit exposure up to $10.0 million on a secured basis and $6.0 million unsecured; and the three Category I Officers can combine to approve loan requests to borrowers with credit exposure up to $15.0 million on a secured basis and $9.0 million unsecured. Officers in Category II, III, IV, V, VI and VII have lesser authorities and with approval of a Category I officer may extend loans to borrowers with exposure of $5.0 million on a secured basis and $3.0 million unsecured. Officers in Categories I through VII can also utilize the co-approval of the Regional and Small Business Credit Officers to extend loans with exposures up to $2.5 million and $1.5 million respectively on a secured basis, and up to $1 million and $750 thousand respectively on an unsecured basis. Loans exceeding $15.0 million and up to the Bank’s legal lending limit can be approved by the Director Loan Committee consisting of four directors (three directors constituting a quorum). The Director’s Loan Committee also reviews and approves changes to the Bank’s Loan Policy as presented by management.

 

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TABLE OF CONTENTS

The following sections discuss the major loan categories within the total loan portfolio:

One-to-Four-Family Residential Real Estate Lending

Residential lending activity may be generated by the Bank’s loan officer solicitations, referrals by real estate professionals, and existing or new bank customers. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment and credit history of the applicant. The valuation of residential collateral is provided by independent fee appraisers who have been approved by the Bank’s Directors Loan Committee. In connection with residential real estate loans, the Bank requires title insurance, hazard insurance and, if applicable, flood insurance. In addition to traditional residential mortgage loans secured by a first or junior lien on the property, the Bank offers home equity lines of credit.

Commercial Real Estate Lending

Commercial real estate loans are secured by various types of commercial real estate in the Bank’s market area, including multi-family residential buildings, commercial buildings and offices, small shopping centers and churches. Commercial real estate loan originations are obtained through broker referrals, direct solicitation of developers and continued business from customers. In its underwriting of commercial real estate, the Bank’s loan to original appraised value ratio is generally 80% or less. Commercial real estate lending entails significant additional risk as compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the repayment of loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or the economy, in general. The Bank’s commercial real estate loan underwriting criteria require an examination of debt service coverage ratios, the borrower’s creditworthiness, prior credit history and reputation, and the Bank typically requires personal guarantees or endorsements of the borrowers’ principal owners.

Construction and Land Development Lending

The Bank makes local construction loans, primarily residential, and land acquisition and development loans. The construction loans are secured by residential houses under construction and the underlying land for which the loan was obtained. The average life of most construction loans is less than one year and the Bank offers both fixed and variable rate interest structures. The interest rate structure offered to customers depends on the total amount of these loans outstanding and the impact of the interest rate structure on the Bank’s overall interest rate risk. There are two characteristics of construction lending which impact its overall risk as compared to residential mortgage lending. First, there is more concentration risk due to the extension of a large loan balance through several lines of credit to a single developer or contractor. Second, there is more collateral risk due to the fact that loan funds are provided to the borrower based upon the estimated value of the collateral after completion. This could cause an inaccurate estimate of the amount needed to complete construction or an excessive loan-to-value ratio. To mitigate the risks associated with construction lending, the Bank generally limits loan amounts to 80% of the estimated appraised value of the finished construction project. The Bank also obtains a first lien on the property as security for its construction loans and typically requires personal guarantees from the borrower’s principal owners. Finally, the Bank performs inspections of the construction projects to ensure that the percentage of construction completed correlates with the amount of draws on the construction line of credit.

 

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TABLE OF CONTENTS

Commercial and Industrial Lending

Commercial business loans generally have more risk than residential mortgage loans, but have higher yields. To manage these risks, the Bank generally obtains appropriate collateral and personal guarantees from the borrower’s principal owners and monitors the financial condition of its business borrowers. Residential mortgage loans generally are made on the basis of the borrower’s ability to make repayment from employment and other income and are secured by real estate whose value tends to be readily ascertainable. In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business and are secured by business assets, such as commercial real estate, accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, the collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much precision as residential real estate. Refer to the Marine Lending section below for discussion of additional commercial and industrial lending.

Consumer Lending

The Bank offers various secured and unsecured consumer loans, which include personal installment loans, personal lines of credit, automobile loans, and credit card loans. The Bank originates its consumer loans within its geographic market area and these loans are generally made to customers with whom the Bank has an existing relationship. Consumer loans generally entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral on a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and from any verifiable secondary income. Although creditworthiness of the applicant is the primary consideration, the underwriting process also includes an analysis of the value of the security in relation to the proposed loan amount.

Refer to the Marine Lending section below for discussion of additional consumer lending.

 

Marine Lending

The Bank’s marine lending unit includes originated retail loans, which are classified as commercial and industrial loans or consumer loans, depending on the borrower, and dealer floorplan loans, which are classified as commercial and industrial loans. The Company’s relationships are limited to well established dealers of global premium brand manufacturers. The Company’s top three manufacturer customers have been in business between 30 and 100 years. The Company primarily has secured agreements with premium manufacturers to support dealer floor plan loans which may reduce the Company’s credit exposure to the dealer, despite its underwriting of each respective dealer. The Company has developed incentive retail pricing programs with the dealers to drive retail dealer flow. Retail loans are generally limited to premium manufacturers with established relationships with the Company which have a vested interest in the secondary market pricing of their respective brand due to the limited inventory available for resale. Consequently, while not contractually committed, manufacturers will often support secondary resale values which can have the effect of reducing losses from non-performing retail marine loans. Retail borrowers generally have very high credit scores, substantial down payments, substantial net worth, personal liquidity, and excess cash flow.

 

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CRITICAL ACCOUNTING POLICIES

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The financial information contained within these statements is, to a significant extent, based on measurements of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the transactions would be the same, the timing of events that would impact the transactions could change.

 

Allowance for Loan Losses

The allowance for loan losses is an estimate of the probable losses inherent in the Company’s loan portfolio. As required by GAAP, the allowance for loan losses is accrued when the occurrence of losses is probable and they can be estimated. Impairment losses are accrued based on the differences between the loan balance and the value of its collateral, the present value of future cash flows, or the price established in the secondary market. The Company’s allowance for loan losses has three basic components: the general allowance, the specific allowance and the unallocated allowance. Each of these components is determined based upon estimates that can and do change when actual events occur. The general allowance uses historical experience and other qualitative factors to estimate future losses and, as a result, the estimated amount of losses can differ significantly from the actual amount of losses which would be incurred in the future. However, the potential for significant differences is mitigated by continuously updating the loss history of the Company. The specific allowance is based upon the evaluation of specific impaired loans on which a loss may be realized. Factors such as past due history, ability to pay, and collateral value are used to identify those loans on which a loss may be realized. Each of these loans is then evaluated to determine how much loss is estimated to be realized on its disposition. The sum of the losses on the individual loans becomes the Company’s specific allowance. This process is inherently subjective and actual losses may be greater than or less than the estimated specific allowance. The unallocated allowance is due to imprecision in the model and for losses that are not directly allocable to a specific loan type within the portfolio. As the loans, which are affected by these events, are identified or losses are experienced on the loans which are affected by these events, they will be reflected within the specific or general allowances. Note 1 to the Consolidated Financial Statements presented in Item 8, Financial Statements and Supplementary Data, of the 2021 Form 10-K, provides additional information related to the allowance for loan losses.

 

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FORWARD LOOKING STATEMENTS

The Company makes forward looking statements in this report that are subject to risks and uncertainties. These forward looking statements include statements regarding our expectations, intentions or objectives concerning our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” "could," “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward looking statements. These forward looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

the effects of the COVID-19 pandemic, including a potential resurgence (or something to indicate that the pandemic itself is not as significant as it was) on the Company's credit quality and business operations, as well as its impact on general economic and financial market conditions;
the ability to successfully manage growth or implement growth strategies if the Bank is unable to identify attractive markets, locations or opportunities to expand in the future or if the Bank is unable to successfully integrate new branches, business lines or other growth opportunities into its existing operations;
competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;
the successful management of interest rate risk;
risks inherent in making loans such as repayment risks and fluctuating collateral values;
changes in general economic and business conditions in the Bank’s market area;
reliance on the Bank’s management team, including the ability to attract and retain key personnel;
changes in interest rates and interest rate policies;
maintaining capital levels adequate to support growth;
maintaining cost controls and asset qualities as new branches are opened or acquired;
demand, development and acceptance of new products and services;
problems with technology utilized by the Bank;
changing trends in customer profiles and behavior;
response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the U.S. and abroad;
changes in banking, tax and other laws and regulations and interpretations or guidance thereunder; and
other factors described in Item 1A., “Risk Factors,” in the Company’s 2021 Form10-K.

Because of these uncertainties, actual future results may be materially different from the results indicated by these forward looking statements. In addition, past results of operations do not necessarily indicate future results.

 

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TABLE OF CONTENTS

RESULTS OF OPERATIONS

Net Income

Net income for the nine months ended September 30, 2022 was $11.3 million, an increase of 29.59% or $2.6 million when compared to the same period in 2021. Net income for the three months ended September 30, 2022 was $4.1 million, an increase of 42.08% or $1.2 million when compared to the same period in 2021. Earnings per share, basic and diluted were $3.25 and $2.54 for the nine months ended September 30, 2022 and 2021, respectively. Earnings per share, basic and diluted were $1.17 and $0.83 for the three months ended September 30, 2022 and 2021, respectively.

Return on average assets ("ROA") measures how efficiently the Company uses its assets to produce net income. Some issues reflected within this efficiency include the Company’s asset mix, funding sources, pricing, fee generation, and cost control. The ROA of the Company, on an annualized basis, for the nine months ended September 30, 2022 and 2021 was 1.09% and 0.98%, respectively.

Return on average equity ("ROE") measures the utilization of shareholders’ equity in generating net income. This measurement is affected by the same factors as ROA with consideration to how much of the Company’s assets are funded by shareholders. The ROE of the Company, on an annualized basis, for the nine months ended September 30, 2022 and 2021 was 14.63% and 11.05%, respectively.

Net Interest Income

Net interest income is our primary source of revenue, representing the difference between interest and fees earned on interest-earning assets and the interest paid on deposits and other interest-bearing liabilities. The level of net interest income is impacted primarily by variations in the volume and mix of these assets and liabilities, as well as changes in interest rates. Net interest income was $36.0 million and $29.9 million for the nine months ended September 30, 2022 and 2021, respectively, which represents an increase of $6.1 million or 20.23%. Net interest income was $12.9 million and $10.4 million for the three months ended September 30, 2022 and 2021, respectively, which represents an increase of $2.5 million or 24.04%. Net interest income increased primarily due to the increase in the average balance of the loan portfolio along with the rising interest rate environment. Average interest earning assets increased $187.4 million when comparing the nine months ended September 30, 2021 to the nine months ended September 30, 2022 while the average yield on earning assets increased by 20 basis points over that same period.

Total interest income was $38.5 million and $31.2 million for the nine months ended September 30, 2022 and 2021, respectively, which represents an increase of $7.3 million or 23.42%. Total interest income was $14.4 million and $10.8 million for the three months ended September 30, 2022 and 2021, respectively, which represents an increase of $3.6 million or 33.24%. Total interest expense was $2.6 million and $1.3 million for the nine months ended September 30, 2022 and 2021, respectively, which represents an increase of $1.3 million or 96.70%. Total interest expense was $1.5 million and $383 thousand three months ended September 30, 2022 and 2021. The increase in interest income was driven by an increase in the average balance of the loan portfolio along with the rising interest rate environment. The increase in interest expense was primarily due to the subordinated debt issuance, currently paying a 4.50% fixed rate, on March 31, 2022 along with a Federal Home Loan Bank advance of $75.0 million entered into in July 2022 at a fixed rate of 2.18%.

The net interest margin was 3.68% and 3.58% for the nine months ended September 30, 2022 and 2021, respectively. The net interest margin was 3.72% and 3.56% for the three months ended September 30, 2022 and 2021, respectively. Tax-equivalent net interest income is calculated by adding the tax benefit on certain securities and loans, whose interest is tax-exempt, to total interest income then subtracting total interest expense. The tax rate used to calculate the tax benefit was 21% for 2022 and 2021.

Given the expectation of rising interest rates, net interest income and net interest margin could continue to experience some improvement as interest earning assets generally are expected to reprice at a faster rate than liabilities for the remainder of 2022.

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TABLE OF CONTENTS

The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the three months ended September 30, 2022 and 2021 (dollars in thousands):

 

 

 

September 30, 2022

 

 

September 30, 2021

 

 

 

 

 

 

Interest

 

 

Average

 

 

 

 

 

Interest

 

 

Average

 

 

 

Average

 

 

Income/

 

 

Yield/

 

 

Average

 

 

Income/

 

 

Yield/

 

Assets:

 

Balance

 

 

Expense

 

 

Rate (3)

 

 

Balance

 

 

Expense

 

 

Rate (3)

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

$

172,848

 

 

$

873

 

 

 

2.00

%

 

$

164,203

 

 

$

611

 

 

 

1.47

%

Tax-Exempt (1)

 

 

8,745

 

 

 

75

 

 

 

3.38

%

 

 

15,338

 

 

 

122

 

 

 

3.14

%

Total Securities

 

$

181,593

 

 

$

948

 

 

 

2.07

%

 

$

179,541

 

 

$

733

 

 

 

1.62

%

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

$

1,160,966

 

 

$

13,222

 

 

 

4.52

%

 

$

893,781

 

 

$

10,006

 

 

 

4.44

%

Non-accrual

 

 

2,038

 

 

 

 

 

 

%

 

 

3,834

 

 

 

 

 

 

%

Tax-Exempt (1)

 

 

7,649

 

 

 

76

 

 

 

3.94

%

 

 

5,191

 

 

 

54

 

 

 

4.13

%

Total Loans

 

$

1,170,653

 

 

$

13,298

 

 

 

4.51

%

 

$

902,806

 

 

$

10,060

 

 

 

4.42

%

Federal funds sold

 

 

8,183

 

 

 

9

 

 

 

0.42

%

 

 

232

 

 

 

 

 

 

0.12

%

Interest-bearing deposits in other banks

 

 

19,634

 

 

 

143

 

 

 

2.89

%

 

 

83,133

 

 

 

26

 

 

 

0.12

%

Total earning assets (2)

 

$

1,378,025

 

 

$

14,398

 

 

 

4.14

%

 

$

1,161,878

 

 

$

10,819

 

 

 

3.69

%

Allowance for loan losses

 

 

(10,218

)

 

 

 

 

 

 

 

 

(8,195

)

 

 

 

 

 

 

Total non-earning assets

 

 

92,539

 

 

 

 

 

 

 

 

 

86,862

 

 

 

 

 

 

 

Total assets

 

$

1,460,346

 

 

 

 

 

 

 

 

$

1,240,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

178,669

 

 

$

170

 

 

 

0.38

%

 

$

151,624

 

 

$

79

 

 

 

0.21

%

Money market accounts

 

 

276,851

 

 

 

283

 

 

 

0.41

%

 

 

229,864

 

 

 

137

 

 

 

0.24

%

Savings accounts

 

 

183,774

 

 

 

35

 

 

 

0.08

%

 

 

161,192

 

 

 

24

 

 

 

0.06

%

Time deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$250,000 and more

 

 

57,901

 

 

 

144

 

 

 

0.98

%

 

 

67,325

 

 

 

79

 

 

 

0.47

%

Less than $250,000

 

 

59,979

 

 

 

82

 

 

 

0.54

%

 

 

58,261

 

 

 

64

 

 

 

0.43

%

Total interest-bearing deposits

 

$

757,174

 

 

$

714

 

 

 

0.37

%

 

$

668,266

 

 

$

383

 

 

 

0.23

%

Federal funds purchased

 

 

1,949

 

 

 

11

 

 

 

2.27

%

 

 

 

 

 

 

 

 

%

Federal Home Loan Bank advances

 

 

66,848

 

 

 

404

 

 

 

2.40

%

 

 

 

 

 

 

 

 

%

Subordinated debt

 

 

29,349

 

 

 

338

 

 

 

4.56

%

 

 

 

 

 

 

 

 

%

Total interest-bearing liabilities

 

$

855,320

 

 

$

1,467

 

 

 

0.68

%

 

$

668,266

 

 

$

383

 

 

 

0.23

%

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

487,761

 

 

 

 

 

 

 

 

 

452,122

 

 

 

 

 

 

 

Other Liabilities

 

 

14,462

 

 

 

 

 

 

 

 

 

11,392

 

 

 

 

 

 

 

Total liabilities

 

$

1,357,543

 

 

 

 

 

 

 

 

$

1,131,780

 

 

 

 

 

 

 

Shareholders' equity

 

 

102,803

 

 

 

 

 

 

 

 

 

108,765

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

1,460,346

 

 

 

 

 

 

 

 

$

1,240,545

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

12,931

 

 

 

 

 

 

 

 

$

10,436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest spread

 

 

 

 

 

 

 

 

3.46

%

 

 

 

 

 

 

 

 

3.46

%

Interest expense as a percent of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

average earning assets

 

 

 

 

 

 

 

 

0.42

%

 

 

 

 

 

 

 

 

0.13

%

Net interest margin

 

 

 

 

 

 

 

 

3.72

%

 

 

 

 

 

 

 

 

3.56

%

 

 

(1)
Income and yields are reported on a tax-equivalent basis using a federal tax rate of 21%.
(2)
Non-accrual loans are not included in this total since they are not considered earning assets.
(3)
Annualized.

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TABLE OF CONTENTS

The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the nine months ended September 30, 2022 and 2021(dollars in thousands):

 

 

 

September 30, 2022

 

 

September 30, 2021

 

 

 

 

 

 

Interest

 

 

Average

 

 

 

 

 

Interest

 

 

Average

 

 

 

Average

 

 

Income/

 

 

Yield/

 

 

Average

 

 

Income/

 

 

Yield/

 

Assets:

 

Balance

 

 

Expense

 

 

Rate (3)

 

 

Balance

 

 

Expense

 

 

Rate (3)

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

$

178,821

 

 

$

2,526

 

 

 

1.89

%

 

$

155,949

 

 

$

1,631

 

 

 

1.40

%

Tax-Exempt (1)

 

 

10,924

 

 

 

274

 

 

 

3.36

%

 

 

16,481

 

 

 

406

 

 

 

3.29

%

Total Securities

 

$

189,745

 

 

$

2,800

 

 

 

1.97

%

 

$

172,430

 

 

$

2,037

 

 

 

1.58

%

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

1,079,773

 

 

 

35,465

 

 

 

4.39

%

 

 

865,568

 

 

 

28,999

 

 

 

4.48

%

Non-accrual

 

 

2,363

 

 

 

 

 

 

%

 

 

4,229

 

 

 

 

 

 

%

Tax-Exempt (1)

 

 

4,384

 

 

 

127

 

 

 

3.88

%

 

 

8,059

 

 

 

262

 

 

 

4.35

%

Total Loans

 

$

1,086,520

 

 

$

35,592

 

 

 

4.38

%

 

$

877,856

 

 

$

29,261

 

 

 

4.45

%

Federal funds sold

 

 

5,885

 

 

 

15

 

 

 

0.34

%

 

 

225

 

 

 

 

 

 

0.09

%

Interest-bearing deposits in other banks

 

 

29,591

 

 

 

199

 

 

 

0.90

%

 

 

75,741

 

 

 

53

 

 

 

0.09

%

Total earning assets (2)

 

$

1,309,378

 

 

$

38,606

 

 

 

3.94

%

 

$

1,122,023

 

 

$

31,351

 

 

 

3.74

%

Allowance for loan losses

 

 

(9,580

)

 

 

 

 

 

 

 

 

(7,775

)

 

 

 

 

 

 

Total non-earning assets

 

 

91,027

 

 

 

 

 

 

 

 

 

79,688

 

 

 

 

 

 

 

Total assets

 

$

1,390,825

 

 

 

 

 

 

 

 

$

1,193,936

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

172,716

 

 

$

345

 

 

 

0.27

%

 

$

142,539

 

 

$

233

 

 

 

0.22

%

Money market accounts

 

 

267,451

 

 

 

577

 

 

 

0.29

%

 

 

217,749

 

 

 

440

 

 

 

0.27

%

Savings accounts

 

 

180,432

 

 

 

90

 

 

 

0.07

%

 

 

153,633

 

 

 

67

 

 

 

0.06

%

Time deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$250,000 and more

 

 

62,263

 

 

 

264

 

 

 

0.57

%

 

 

67,832

 

 

 

345

 

 

 

0.68

%

Less than $250,000

 

 

58,698

 

 

 

191

 

 

 

0.44

%

 

 

58,762

 

 

 

219

 

 

 

0.50

%

Total interest-bearing deposits

 

$

741,560

 

 

$

1,467

 

 

 

0.26

%

 

$

640,515

 

 

$

1,304

 

 

 

0.27

%

Federal funds purchased

 

 

1,616

 

 

 

19

 

 

 

1.58

%

 

 

 

 

 

 

 

 

%

Federal Home Loan Bank advances

 

 

22,527

 

 

 

404

 

 

 

2.40

%

 

 

 

 

 

 

 

 

%

Subordinated debt

 

 

19,776

 

 

 

675

 

 

 

4.56

%

 

 

 

 

 

 

 

 

%

Total interest-bearing liabilities

 

$

785,479

 

 

$

2,565

 

 

 

0.44

%

 

$

640,515

 

 

$

1,304

 

 

 

0.27

%

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

479,464

 

 

 

 

 

 

 

 

 

434,683

 

 

 

 

 

 

 

Other Liabilities

 

 

21,031

 

 

 

 

 

 

 

 

 

11,993

 

 

 

 

 

 

 

Total liabilities

 

$

1,285,974

 

 

 

 

 

 

 

 

$

1,087,191

 

 

 

 

 

 

 

Shareholders' equity

 

 

105,016

 

 

 

 

 

 

 

 

 

106,745

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

1,390,990

 

 

 

 

 

 

 

 

$

1,193,936

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

36,041

 

 

 

 

 

 

 

 

$

30,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest spread

 

 

 

 

 

 

 

 

3.50

%

 

 

 

 

 

 

 

 

3.47

%

Interest expense as a percent of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

average earning assets

 

 

 

 

 

 

 

 

0.26

%

 

 

 

 

 

 

 

 

0.16

%

Net interest margin

 

 

 

 

 

 

 

 

3.68

%

 

 

 

 

 

 

 

 

3.58

%

 

(1)
Income and yields are reported on a tax-equivalent basis using a federal tax rate of 21%.
(2)
Non-accrual loans are not included in this total since they are not considered earning assets.
(3)
Annualized.

 

 

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The following table reconciles tax-equivalent net interest income, which is not a measurement under GAAP, to net interest income.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

 

(in thousands)

 

GAAP Financial Measurements:

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income - Loans

 

$

13,282

 

 

$

10,049

 

 

$

35,565

 

 

$

29,206

 

Interest Income - Securities and Other Interest-Earnings Assets

 

 

1,084

 

 

 

733

 

 

 

2,957

 

 

 

2,005

 

Interest Expense - Deposits

 

 

714

 

 

 

383

 

 

 

1,467

 

 

 

1,304

 

Interest Expense - Other Borrowings

 

 

753

 

 

 

 

 

 

1,098

 

 

 

 

Total Net Interest Income

 

$

12,899

 

 

$

10,399

 

 

$

35,957

 

 

$

29,907

 

Non-GAAP Financial Measurements:

 

 

 

 

 

 

 

 

 

 

 

 

Add: Tax Benefit on Tax-Exempt Interest Income - Loans (1)

 

$

16

 

 

$

11

 

 

$

26

 

 

$

55

 

Add: Tax Benefit on Tax-Exempt Interest Income - Securities (1)

 

 

16

 

 

 

26

 

 

 

58

 

 

 

85

 

Total Tax Benefit on Tax-Exempt Interest Income

 

$

32

 

 

$

37

 

 

$

84

 

 

$

140

 

Tax-Equivalent Net Interest Income

 

$

12,931

 

 

$

10,436

 

 

$

36,041

 

 

$

30,047

 

 

(1)
Tax benefit was calculated using the federal statutory tax rate of 21%.

The tax-equivalent yield on earning assets increased from 3.74% to 3.94% for the nine months ended September 30, 2021 and 2022, respectively. For those same time periods, the tax-equivalent yield on securities increased 39 basis points. The tax equivalent yield on loans decreased seven basis points from 4.45% for the nine months ended September 30, 2021 to 4.38% for the same time period in 2022. The increase in the tax-equivalent yield on earning assets for the nine months ended September 30, 2022 resulted mostly from the increase in the tax-equivalent yield on securities. In the current rising interest rate environment, as securities are maturing and being called or sold, they are being replaced with securities at higher rates. The decrease in the yield on loans as compared to the corresponding period in 2021 was primarily due to the composition of the current loan portfolio and lower PPP fee accretion in 2022.

The average rate on interest bearing liabilities increased from 0.27% to 0.44% for the nine months ended September 30, 2021 and 2022, respectively. The average rate on interest bearing deposits decreased one basis point during the period. The majority of deposit growth has been in non-maturity deposit accounts which have traditionally paid a lower interest rate than maturity deposit accounts. The growth in lower interest rate deposit accounts and the reduction in higher interest rate accounts as well as the repricing of those accounts, has resulted in a stable rate paid on interest bearing deposits, despite the current rise in rates paid on deposit accounts. The cost of interest bearing liabilities was higher in the third quarter of 2022 as well as the nine month period, due to the subordinated notes that the Company issued on March 31, 2022, which are currently paying a 4.5% fixed rate, and a Federal Home Loan Bank advance of $75 million entered into in July 2022 at a fixed rate of 2.18%.

 

 

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Provision for Loan Losses

The provision for loan losses is based upon management’s estimate of the amount required to maintain an adequate allowance for loan losses as discussed within the Critical Accounting Policies section above. The allowance represents an amount that, in management’s judgment, will be adequate to absorb probable losses inherent in the loan portfolio. Management’s judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay and the value of collateral, overall portfolio quality and review of specific potential losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. The amount of provision for loan losses is affected by several factors including the growth rate of loans, net charge-offs (recoveries), and the estimated amount of inherent losses within the loan portfolio. The provision for loan losses for the nine months ended September 30, 2022 and 2021 was $900 thousand and $1.2 million, respectively. The provision for loan losses for the three months ended September 30, 2022 and 2021 was zero and $300 thousand, respectively. The provision for the three months ended September 30, 2021 and the nine months ended September 30, 2022 and 2021 resulted mostly from loan growth during the quarters. There was no provision in the third quarter of 2022 due to the large amount of recoveries recognized during the period, mainly from two loan relationships.

Noninterest Income

Total noninterest income for the nine months ended September 30, 2022 and 2021 was $10.3 million and $8.0 million, respectively and for the three months ended September 30, 2022 and 2021 was $3.2 million and $2.9 million, respectively. Management reviews the activities which generate noninterest income on an ongoing basis. The following table provides the components of noninterest income for the three and nine months ended September 30, 2022 and 2021, which are included within the respective Consolidated Statements of Income headings. Variances that the Company believes require explanation are discussed below the table.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(dollars in thousands)

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

Wealth management fees

 

$

1,094

 

 

$

876

 

 

$

218

 

 

 

25

%

 

$

3,077

 

 

$

2,133

 

 

$

944

 

 

 

44

%

Service charges on deposit accounts

 

 

432

 

 

 

338

 

 

 

94

 

 

 

28

%

 

 

1,195

 

 

 

869

 

 

 

326

 

 

 

38

%

Other service charges and fees

 

 

1,061

 

 

 

964

 

 

 

97

 

 

 

10

%

 

 

2,999

 

 

 

3,037

 

 

 

(38

)

 

 

(1

)%

(Loss) gain on sale of securities

 

 

(737

)

 

 

 

 

 

(737

)

 

NM

 

 

 

(737

)

 

 

24

 

 

 

(761

)

 

NM

 

Gain (loss) on disposal of bank premises and equipment

 

 

8

 

 

 

 

 

 

8

 

 

NM

 

 

 

(3

)

 

 

 

 

 

(3

)

 

NM

 

Gain on sale of loans

 

 

568

 

 

 

486

 

 

 

82

 

 

 

17

%

 

 

1,544

 

 

 

845

 

 

 

699

 

 

 

83

%

Bank owned life insurance income

 

 

138

 

 

 

145

 

 

 

(7

)

 

 

(5

)%

 

 

495

 

 

 

368

 

 

 

127

 

 

 

35

%

Other operating income

 

 

600

 

 

 

72

 

 

 

528

 

 

 

733

%

 

 

1,686

 

 

 

682

 

 

 

1,004

 

 

 

147

%

Total noninterest income

 

$

3,164

 

 

$

2,881

 

 

$

283

 

 

 

10

%

 

$

10,256

 

 

$

7,958

 

 

$

2,298

 

 

 

29

%

 

NM - Not Meaningful

Wealth management fee income increased from 2021 to 2022. Wealth management fee income is comprised of income from fiduciary activities as well as commissions from the sale of non-deposit investment products. The amount of income from fiduciary activities is determined by the number of active accounts and total assets under management. With the addition of several new employees during 2022, total assets under management have seen an increase during the three and nine months ended September 30, 2022.

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TABLE OF CONTENTS

Services charges on deposit accounts increased during the three and nine months ended September 30, 2022 when compared to the same periods in 2021. This increase is mainly due to increases in overdraft charges. Overdraft charges can fluctuate based on changes in customer activity.

The amount of other services charges and fees is comprised primarily of loan servicing fee income, fees received from the Bank’s credit card program and fees generated from the Bank’s ATM/debit card programs. Other service charges and fees increased during the three months ended September 30, 2022 and remained comparable for the nine months ended September 30, 2022 when compared to the same period in 2021. This increase can be attributed to fees received from the Bank’s credit card program as the Bank’s in-house credit card portfolio continues to grow.

During the second quarter of 2021, the Bank began to sell mortgage and marine loans. During the first three quarters of 2022, the Company sold $11.5 million in mortgage loans on the secondary market and $97.8 million of marine loans from the commercial and consumer loan portfolios. These loan sales resulted in gains of $568 thousand and $1.5 million during the three and nine months ended September 30, 2022. During the third quarter of 2022, the Company sold $3.0 million in Small Business Association (SBA) loans, resulting in a gain of $175 thousand. Beginning in the second quarter of 2021, the Company sold $11.3 million in mortgage loans on the secondary market and $41.1 million of loans from the commercial and consumer loan portfolios. These loan sales resulted in gains of $486 thousand and $845 during the three and nine months ended September 30, 2021.

Bank owned life insurance (“BOLI”) income increased for the nine months ended September 30, 2022. The Company made an investment of $10.0 million during the second quarter of 2021, which has resulted in increased BOLI income for the nine months ended September 30, 2022 in comparison to the same period in the prior year.

Other operating income increased for the three and nine months ended September 30, 2022 when compared to the same periods in 2021. This increase can be mainly attributed to cash distributions received from investments in Small Business Investment Companies (SBICs).
 

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TABLE OF CONTENTS

Noninterest Expenses

Total noninterest expenses increased $5.3 million or 20.42% for the nine months ended September 30, 2022 compared to the same period in 2021. Total noninterest expenses increased $1.5 million or 16.12% for the three months ended September 30, 2022 compared to the same period in 2021. The following table presents the components of noninterest expense for the three and nine months ended September 30, 2022 and 2021, which are included within the respective Consolidated Statements of Income headings. Variances that the Company believes require explanation are discussed below the table.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(dollars in thousands)

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

Salaries and employee benefits

 

$

6,938

 

 

$

5,947

 

 

$

991

 

 

 

17

%

 

$

18,873

 

 

$

15,973

 

 

$

2,900

 

 

 

18

%

Occupancy expenses

 

 

528

 

 

 

450

 

 

 

78

 

 

 

17

%

 

 

1,562

 

 

 

1,319

 

 

 

243

 

 

 

18

%

Equipment expenses

 

 

299

 

 

 

246

 

 

 

53

 

 

 

22

%

 

 

814

 

 

 

708

 

 

 

106

 

 

 

15

%

Advertising and marketing expenses

 

 

181

 

 

 

102

 

 

 

79

 

 

 

77

%

 

 

438

 

 

 

286

 

 

 

152

 

 

 

53

%

Stationary and supplies

 

 

34

 

 

 

27

 

 

 

7

 

 

 

26

%

 

 

135

 

 

 

125

 

 

 

10

 

 

 

8

%

ATM network fees

 

 

381

 

 

 

285

 

 

 

96

 

 

 

34

%

 

 

977

 

 

 

847

 

 

 

130

 

 

 

15

%

Other real estate owned expense

 

 

 

 

 

32

 

 

 

(32

)

 

NM

 

 

 

 

 

 

37

 

 

 

(37

)

 

NM

 

Loss on other real estate owned

 

 

 

 

 

26

 

 

 

(26

)

 

NM

 

 

 

 

 

 

128

 

 

 

(128

)

 

NM

 

FDIC assessment

 

 

116

 

 

 

169

 

 

 

(53

)

 

 

(31

)%

 

 

430

 

 

 

409

 

 

 

21

 

 

 

5

%

Computer software expense

 

 

252

 

 

 

282

 

 

 

(30

)

 

 

(11

)%

 

 

690

 

 

 

752

 

 

 

(62

)

 

 

(8

)%

Bank franchise tax

 

 

234

 

 

 

199

 

 

 

35

 

 

 

18

%

 

 

653

 

 

 

583

 

 

 

70

 

 

 

12

%

Professional fees

 

 

270

 

 

 

289

 

 

 

(19

)

 

 

(7

)%

 

 

1,610

 

 

 

1,118

 

 

 

492

 

 

 

44

%

Data processing fees

 

 

427

 

 

 

418

 

 

 

9

 

 

 

2

%

 

 

1,386

 

 

 

1,193

 

 

 

193

 

 

 

16

%

Other operating expenses

 

 

1,398

 

 

 

1,051

 

 

 

347

 

 

 

33

%

 

 

3,941

 

 

 

2,688

 

 

 

1,253

 

 

 

47

%

Total noninterest expenses

 

$

11,058

 

 

$

9,523

 

 

$

1,535

 

 

 

16

%

 

$

31,509

 

 

$

26,166

 

 

$

5,343

 

 

 

20

%

 

NM - Not Meaningful

The Company’s growth has had an impact on noninterest expenses. Total assets have grown by $170.1 million or 13.05% from December 31, 2021 to September 30, 2022. This growth has required investments to be made in the Company’s infrastructure, causing increases in salaries and employee benefits, occupancy expenses and equipment expenses and advertising and marketing expenses. In addition, increases in asset size and capital levels have impacted bank franchise tax amounts.

Salaries and employee benefits increased during the three and nine months ended September 30, 2022 over 2021. Annual pay increases, newly hired employees, increasing insurance costs and enhanced employee incentive plans have attributed to these increases. The number of full-time equivalent employees (FTEs) has increased from 215 at September 30, 2021 to 235 at September 30, 2022.

ATM network fees increased during the three and nine months ended September 30, 2022 over 2021. This is due mainly to fluctuations in customer usage.

Professional fees increased during the nine months ended September 30, 2022 over 2021 mostly due to increased consulting services being used as the Company continues to grow and expand.

Data processing fees expenses increased in 2022 due to the fees associated to the new general ledger system implemented
in late 2021, the implementation of a new budgeting system and a new loan end-to-end platform system.

For the three and nine months ended September 30, 2022 other operating expenses increased over 2021. This increase is due to increased loan related expenses due to a higher volume, increased wealth management expenses due to growth in assets under management, and employee travel expense for training, marketing and sales meetings.

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The efficiency ratio of the Company was 66.99% and 68.56% for the nine months ended September 30, 2022 and 2021, respectively. The efficiency ratio of the Company was 65.73% and 71.31% for the three months ended September 30, 2022 and 2021. The efficiency ratio is not a measurement under accounting principles generally accepted in the United States. It is calculated by dividing noninterest expense by the sum of tax equivalent net interest income and noninterest income excluding gains and losses on the investment portfolio and other gains/losses from OREO, repossessed vehicles, disposals of bank premises and equipment, etc. The tax rate utilized is 21%. The Company calculates and reviews this ratio as a means of evaluating operational efficiency.

The calculation of the efficiency ratio for the three and nine months ended September 30, 2022 and 2021 was as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

 

(in thousands)

 

Summary of Operating Results:

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expenses

 

$

11,058

 

 

$

9,523

 

 

$

31,509

 

 

$

26,166

 

Less: Loss on other real estate owned

 

 

 

 

 

26

 

 

 

 

 

 

128

 

Adjusted noninterest expenses

 

$

11,058

 

 

$

9,497

 

 

$

31,509

 

 

$

26,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

12,899

 

 

 

10,399

 

 

 

35,957

 

 

 

29,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

 

3,164

 

 

 

2,881

 

 

 

10,256

 

 

 

7,958

 

Less: (Loss) gain on sales of securities

 

 

(737

)

 

 

 

 

 

(737

)

 

 

24

 

Less: Gain (loss) on the sale and disposal of premises and equipment

 

 

8

 

 

 

 

 

 

(3

)

 

 

 

Adjusted noninterest income

 

$

3,893

 

 

$

2,881

 

 

$

10,996

 

 

$

7,934

 

Tax equivalent adjustment (1)

 

 

32

 

 

 

37

 

 

 

84

 

 

 

140

 

Total net interest income and noninterest income, adjusted

 

$

16,824

 

 

$

13,317

 

 

$

47,037

 

 

$

37,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficiency ratio

 

 

65.73

%

 

 

71.31

%

 

 

66.99

%

 

 

68.56

%

 

(1)
Includes tax-equivalent adjustments on loans and securities using the federal statutory tax rate of 21%.

 

Income Taxes

Income tax expense was $2.5 million and $1.8 million during the nine months ended September 30, 2022 and 2021, respectively. Income tax expense was $923 thousand and $584 thousand during the three months ended September 30, 2022 and 2021, respectively. The effective tax rate was 17.97% and 16.91% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate was 18.44% and 16.89% for the three months ended September 30, 2022 and 2021, respectively. The effective tax rate is below the statutory rate of 21% due to tax-exempt income on investment securities and loans. The effective tax rate is also impacted by BOLI as well as income tax credits on qualified affordable housing project investments as discussed in Note 12 to the Consolidated Financial Statements as well as qualified rehabilitation credits. The slight increases in the 2022 periods as compared to the 2021 periods was primarily due to a lower proportion of tax exempt income to pre-tax earnings year over year.

 

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TABLE OF CONTENTS

FINANCIAL CONDITION

Securities

Total securities available for sale were $151.8 million at September 30, 2022, compared to $192.3 million at December 31, 2021. This represents a decrease of $40.5 million or 21.09%. The Company purchased $26.8 million of securities during the nine months ended September 30, 2022. During the nine months ended September 30, 2022, the Company sold $15.4 million of available for sale securities recognizing $6 thousand in gross gains and $743 thousand in gross losses. The Company had total maturities, calls, and principal repayments of $24.1 million during the nine months ended September 30, 2022. Note 4 to the Consolidated Financial Statements provides additional details about the Company’s securities portfolio at September 30, 2022 and December 31, 2021. The Company had a net unrealized loss on available for sale securities of $26.7 million at September 30, 2022 as compared to a net unrealized loss of $218 thousand at December 31, 2021. Unrealized gains or losses on available for sale securities are reported within shareholders’ equity, net of the related deferred tax effect, as accumulated other comprehensive income (loss). The primary cause of the unrealized losses at September 30, 2022 and December 31, 2021 was changes in market interest rates and other market conditions and not credit concerns of the issuers. Since the losses can be primarily attributed to changes in market interest rates and conditions and not expected cash flows or an issuer’s financial condition and management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, the unrealized losses were deemed to be temporary.

Loan Portfolio

The Company’s primary use of funds is supporting lending activities from which it derives the greatest amount of interest income. Gross loans were $1.20 billion and $985.7 million at September 30, 2022 and December 31, 2021, respectively. This represents an increase of $216.1 million or 21.93% during the nine months ended September 30, 2022. The ratio of gross loans to deposits increased during the nine months ended September 30, 2022 from 83.73% at December 31, 2021 to 95.83% at September 30, 2022. Loan growth excluding changes in SBA PPP loans during the nine months ended September 30, 2022 was $231.9 million or 23.91%. SBA PPP loans were originated during 2020 and 2021 and as of September 30, 2022 $112 thousand remained outstanding, down $15.8 million or 99.29% from December 31, 2021 due to forgiveness of the PPP loan balances.

The loan portfolio consists primarily of loans for owner-occupied single-family dwellings and loans secured by commercial real estate. Note 5 to the Consolidated Financial Statements provides the composition of the loan portfolio at September 30, 2022 and December 31, 2021.

Residential real estate loans were $319.8 million or 26.61% and $292.8 million or 29.71% of total loans at September 30, 2022 and December 31, 2021, respectively. Commercial real estate loans were $491.4 million or 40.88% and $377.1 million or 38.25% of total loans at September 30, 2022 and December 31, 2021, respectively, representing an increase of $114.3 million or 30.32% during the nine months ended September 30, 2022. Construction, land development, and farmland loans were $85.5 million or 7.11% and $84.9 million or 8.61% of total loans at September 30, 2022 and December 31, 2021, respectively. Consumer installment loans were $107.9 million or 8.98% and $67.3 million or 6.83% of total loans at September 30, 2022 and December 31, 2021, respectively, representing an increase of $40.6 million or 60.34% during the nine months ended September 30, 2022. Commercial and industrial loans were $179.8 million or 14.96% and $143.4 million or 14.55% of total loans at September 30, 2022 and December 31, 2021, respectively. Loan growth was mainly concentrated in commercial real estate loans, which experienced an increase during the nine months ended September 30, 2022 due largely to the expansion of the Bank’s current market area. In addition to the commercial real state lending growth, growth of our marine lending portfolio was $71.4 million or 64.64%, which falls into both the consumer installment loan and commercial and industrial loan portfolios.

 

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TABLE OF CONTENTS

Allowance for Loan Losses

The purpose of, and the methods for, measuring the allowance for loan losses are discussed in the Critical Accounting Policies section above. Note 5 to the Consolidated Financial Statements shows the activity within the allowance for loan losses during the nine months ended September 30, 2022 and 2021 and the year ended December 31, 2021. Charged-off loans were $169 thousand and $69 thousand for the nine months ended September 30, 2022 and 2021, respectively. Recoveries were $1.2 million and $238 thousand for the nine months ended September 30, 2022 and 2021, respectively. This resulted in net recoveries of $1.1 million and $169 thousand for the nine months ended September 30, 2022 and 2021, respectively. The ratio of net charge-offs (recoveries) to average loans was (0.10%) and (0.02%) for the nine months ended September 30, 2022 and 2021, respectively. The allowance for loan losses as a percentage of loans was 0.89% at September 30, 2022 and 0.89% at December 31, 2021. Excluding outstanding PPP loans, the allowance for loan losses as a percentage of total loans was 0.89% and 0.91% as of September 30, 2022 and December 31, 2021, respectively. The percentage of the allowance for loan losses to total loans excluding PPP loans declined slightly as compared to the prior year end. The slight decline during the year-to-date period in 2022 was attributable in part to the concentration of loan growth during the period in segments which carry lower reserves. Despite a significant increase in classified loans, allowance for loan losses as a percentage of loans excluding PPP loans declined slightly. The majority of the increase in classified loans was due to the downgrade of loans where current financial information has not been provided, per loan policy. These loans have not been identified as impaired or nonperforming loans. Refer to the Nonperforming Assets and Other Assets section for discussion on nonperforming loans.

All nonaccrual and other impaired loans were evaluated for impairment and any specific allocations were provided for as necessary. Based on management's evaluation and update of the Company's historical loss experience adjusted for qualitative factors assessed, the general reserve as a percentage of non-impaired loans decreased from 0.90% at December 31, 2021 to 0.87% at September 30, 2022. Management believes that the allowance for loan losses is currently adequate to absorb probable and estimable losses inherent in the loan portfolio. Management will continue to evaluate the adequacy of the allowance for loan losses as more economic data becomes available and as changes within the Company’s portfolio are known.

Nonperforming Assets and Other Assets

Nonperforming assets consist of nonaccrual loans, repossessed assets, OREO (foreclosed properties), and loans past due 90 days or more and still accruing as detailed in the table below.

 

 

September 30, 2022

 

 

December 31, 2021

 

Nonaccrual loans

 

$

2,427

 

 

$

2,723

 

Loans past due 90 days or more and accruing interest

 

 

 

 

 

43

 

Other real estate owned and repossessed assets

 

 

 

 

 

 

Total nonperforming assets

 

$

2,427

 

 

$

2,766

 

 

 

 

 

 

 

 

Allowance for loan losses

 

$

10,742

 

 

$

8,787

 

 

 

 

 

 

 

 

Gross loans

 

$

1,201,841

 

 

$

985,720

 

 

 

 

 

 

 

 

Allowance for loan losses to nonperforming assets

 

 

443

%

 

 

318

%

 

 

 

 

 

 

 

Allowance for loan losses to total loans

 

 

0.89

%

 

 

0.89

%

 

 

 

 

 

 

 

Allowance for loan losses to nonaccrual loans

 

 

443

%

 

 

323

%

 

 

 

 

 

 

 

Nonaccrual loans to total loans

 

 

0.20

%

 

 

0.28

%

 

 

 

 

 

 

 

Non-performing assets to period end loans and other real estate owned

 

 

0.20

%

 

 

0.28

%

 

 

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Nonperforming assets decreased by $339 thousand during the nine months ended September 30, 2022. Nonaccrual loans were $2.4 million and $2.7 million at September 30, 2022 and December 31, 2021. There was no OREO at September 30, 2022 and December 31, 2021. The percentage of nonperforming assets to loans and OREO was 0.20% at September 30, 2022 and 0.28% at December 31, 2021, respectively. There were no loans past due 90 days or more and still accruing at September 30, 2022 and $43 thousand in loans past due 90 days or more and still accruing at December 31, 2021.

Total past due loans, as disclosed in note 5 to the Consolidated Financial Statements, increased to $1.7 million at September 30, 2022 compared to $1.6 million at December 31, 2021.

During the nine months ended September 30, 2022, the Bank placed four loans totaling $665 thousand on nonaccrual status. Management evaluates the financial condition of borrowers and the value of any collateral on nonaccrual loans. The results of these evaluations are used to estimate the amount of losses which may be realized on the disposition of these nonaccrual loans and are reflected in the allowance for loan losses.

Loans are placed on nonaccrual status when collection of principal and interest is doubtful, generally when a loan becomes 90 days past due. There are three negative implications for earnings when a loan is placed on non-accrual status. First, all interest accrued but unpaid at the date that the loan is placed on non-accrual status is either deducted from interest income or written off as a loss. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Finally, there may be actual losses to principal that require additional provisions for loan losses to be charged against earnings.

For real estate loans, upon foreclosure, the balance of the loan is transferred to OREO and carried at the fair value of the property based on current appraisals and other current market trends, less estimated selling costs. If a write down of the OREO property is necessary at the time of foreclosure, the amount is charged-off to the allowance for loan losses. A review of the recorded property value is performed in conjunction with normal loan reviews, and if market conditions indicate that the recorded value exceeds the fair value, additional write downs of the property value are charged directly to operations.

In addition, the Company may, under certain circumstances, restructure loans in troubled debt restructurings as a concession to a borrower when the borrower is experiencing financial distress. Formal, standardized loan restructuring programs are not utilized by the Company. Each loan considered for restructuring is evaluated based on customer circumstances and may include modifications to one or more loan provisions. Such restructured loans are included in impaired loans. However, restructured loans are not necessarily considered nonperforming assets. At September 30, 2022, the Company had $4.4 million in restructured loans with specific allowances totaling $31 thousand. At December 31, 2021, the Company had $2.7 million in restructured loans with specific allowances totaling $39 thousand. At September 30, 2022 and December 31, 2021, total restructured loans performing under the restructured terms and accruing interest were $4.2 million and $2.5 million, respectively. Two loans, totaling $136 thousand, were in nonaccrual status at September 30, 2022. Two loans, totaling $149 thousand, were in nonaccrual status at December 31, 2021.

Deposits

Total deposits were $1.25 billion and $1.18 billion at September 30, 2022 and December 31, 2021, respectively. This represents an increase of $76.9 million or 6.53% during the nine months ended September 30, 2022. Note 7 to the Consolidated Financial Statements provides the composition of total deposits at September 30, 2022 and December 31, 2021. The growth in deposits was organic growth as we expand and grow into newer market areas.

Noninterest-bearing demand deposits, which are comprised of checking accounts, increased $20.7 million or 4.43% from $470.4 million at December 31, 2021 to $491.2 million at September 30, 2022. Savings and interest-bearing demand deposits, which include NOW accounts, money market accounts and regular savings accounts increased $48.8 million or 8.36% from $583.3 million at December 31, 2021 to $632.1 million at September 30, 2022. Time deposits increased $7.2 million or 5.88% from $123.6 million at December 31, 2021 to $130.8 million at September 30, 2022.

 

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CAPITAL RESOURCES

The Bank continues to be a well capitalized financial institution. Total shareholders’ equity at September 30, 2022 was $98.5 million, reflecting a percentage of total assets of 6.69%, as compared to $110.3 million and 8.46% at December 31, 2021. The reason for the decrease in shareholders’ equity during the first nine months of 2022 was due to unrealized losses on the securities available for sale portfolio. During the nine months ended September 30, 2022 and 2021, the Company declared dividends of $0.85 and $0.82 per share, respectively. The Company has a Dividend Investment Plan that allows shareholders to reinvest dividends in Company stock.

At September 30, 2022, the Bank met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions. The Bank monitors these ratios on a quarterly basis and has several strategies, including without limitation the issuance of common stock, to ensure that these ratios remain above regulatory minimums.

On September 17, 2019, the Federal Deposit Insurance Corporation finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio or “CBLR” framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. Under the final rule, an eligible banking organization may opt out and revert to the risk-weighting framework without restriction. As a qualifying community banking organization, the Bank elected to measure its capital adequacy under the CBLR framework as of September 30, 2022, and its leverage ratio was 9.44%. At December 31, 2021, the Bank utilized the risk-based capital rules to assess its capital adequacy and its leverage, tier 1, common equity tier 1, and total capital ratios were 8.84%, 10.44%, 10.44%, and 11.30%, respectively. Management believes, that as of September 30, 2022, that the Bank met all capital adequacy requirements to which it is subject.. We are closely monitoring our capital position and are taking appropriate steps to ensure our level of capital remains strong. Our capital, while significant, may fluctuate in future periods and limit our ability to pay dividends.

On March 31, 2022, the Company entered into Subordinated Note Purchase Agreements with certain purchasers pursuant to which the Company issued and sold $30.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032. See Note 14 to the Consolidated Financial Statements included in this Form 10-Q, for discussion of subordinated debt.

 

LIQUIDITY

Liquidity management involves meeting the present and future financial obligations of the Company with the sale or maturity of assets or with the occurrence of additional liabilities. Liquidity needs are met with cash on hand, deposits in banks, federal funds sold, securities classified as available for sale and loans maturing within one year. At September 30, 2022, liquid assets totaled $291.2 million as compared to $365.1 million at December 31, 2021. These amounts represented 21.18% and 30.61% of total liabilities at September 30, 2022 and December 31, 2021, respectively. The Company minimizes liquidity demand by utilizing core deposits to fund asset growth. Securities provide a constant source of liquidity through paydowns and maturities. Also, the Company maintains short-term borrowing arrangements, namely federal funds lines of credit, with larger financial institutions as an additional source of liquidity. The Bank’s membership with the Federal Home Loan Bank of Atlanta provides a source of borrowings with numerous rate and term structures. The Company’s senior management monitors the liquidity position regularly and attempts to maintain a position which utilizes available funds most efficiently.

 

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OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There have been no material changes in off-balance sheet arrangements and contractual obligations as reported in the 2021 Form 10-K.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in Quantitative and Qualitative Disclosures about Market Risk as reported in the 2021 Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2022 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management is also responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended). The Company is currently using the 2013 COSO Framework.

There were no changes in the Company’s internal control over financial reporting during the Company’s three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

There are no material pending legal proceedings to which the Company is a party or of which the property of the Company is subject.

Item 1A. Risk Factors

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table details the Company's purchases of its common stock during the third quarter of 2022 pursuant to the Stock Repurchase Program. The Company authorized 150,000 shares for repurchase under the Stock Repurchase program which was renewed on June 15, 2022. The Program has start date of July 1, 2022 and an expiration date of June 30, 2023.

 

 

 

Issuer Purchases of Equity Securities

 

 

 

Total Number
of Shares
Purchased

 

 

Average Price
Paid Per Share

 

 

Total Number
of Shares
Purchased as
Part of
Publicly
Announced Plan

 

 

Maximum
Number of
Shares that
may Yet Be
Purchased
Under the
Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

250,000

 

July 1 - July 31, 2022

 

 

 

 

$

 

 

 

 

 

 

250,000

 

August 1 - August 31, 2022

 

 

1,031

 

 

 

35.42

 

 

 

1,031

 

 

 

248,969

 

September 1 - September 30, 2022

 

 

 

 

 

 

 

 

1,031

 

 

 

248,969

 

 

 

 

1,031

 

 

$

35.42

 

 

 

1,031

 

 

 

248,969

 

 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed with this Form 10-Q and this list includes the exhibit index:

 

Exhibit

No.

 

Description

 

 

 

31.1

 

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101

 

The following materials from the Eagle Financial Services, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss) (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) notes to Consolidated Financial Statements.

 

 

 

104

 

The cover page from the Eagle Financial Services, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline XBRL (included with Exhibit 101).

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, this 10th day of November, 2022.

Eagle Financial Services, Inc.

 

By:

 

 

/S/ BRANDON C. LOREY

 

 

 

Brandon C. Lorey

President and Chief Executive Officer

 

 

 

By:

 

 

/S/ KATHLEEN J. CHAPPELL

 

 

 

Kathleen J. Chappell

Executive Vice President, Chief Financial Officer

 

54